Common use of Employee Benefit and Employment Matters Clause in Contracts

Employee Benefit and Employment Matters. Company and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) (i) maintain, administer, or contribute to, or at any time during the past six years have maintained, administered, or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(t) (the "Company Pension Plans"); and (ii) Company and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(t) (the "Company Welfare Plans"). For the benefit of their employees, Company and all ERISA Affiliates maintain, administer, or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, or similar arrangements described in Schedule 3.1(t) ("Company Employee Benefit Plans"). Except as disclosed in Schedule 3.1(t), the Internal Revenue Service has determined that each Company Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and Company does not know of any matter that would adversely affect such qualified or tax-exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that either Company or any ERISA Affiliate is required to pay under the terms of each of the Company Pension Plans and Company Welfare Plans, and all such amounts are properly accrued on Company's Base Balance Sheet; and none of the Company Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any Company Pension Plan or Company Welfare Plan nor, to the knowledge of Shareholders and the Company's officers and employees with responsibilities for employee benefits matters, any Company Pension Plan or Company Welfare Plan fiduciary has engaged in any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) other than any such transaction that is exempt under Section 408 of ERISA or section 4975(d) of the Code. Except as set forth in Schedule 3.1(t), Company has furnished to Buyer true and complete copies of each Company Pension Plan, Company Welfare Plan, and Company Employee Benefit Plan and related trust agreements or annuity contracts, Internal Revenue Service determination letters and summary plan descriptions; all of the foregoing plans and agreements are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of Company or any of its ERISA Affiliates thereunder will be impaired by this Agreement or the consummation of the transaction contemplated by this Agreement. Company is not a party to any collective bargaining agreement and, to the best of each Shareholder's knowledge, there is no material request for union representation pending or threatened against Company. Neither Company nor any of its ERISA Affiliates has incurred any liability to the PBGC as a result of the voluntary or involuntary termination of any Company Pension Plan subject to Title IV of ERISA; there is currently no active filing by Company or any of 5 11 its ERISA Affiliates with the PBGC (and no proceeding has been commenced by the PBGC) to terminate any Company Pension Plan subject to Title IV of ERISA maintained or funded, in whole or in part, by Company or any of its ERISA Affiliates; and neither Company nor any of its ERISA Affiliates has made a complete or partial withdrawal from a multi-employer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). The employment of each employee of Company is terminable at will without material cost to Company. Company has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and, except as described in Schedule 3.1(t), Company is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. All independent contractors of Company are paid salaries or other compensation in accordance with the amounts set forth in Schedule 3.1(t), and Schedule 3.1(t) correctly and accurately sets forth all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, and principal shareholders of Company as of the date of this Agreement, all of which are reflected as appropriate in Company's Base Balance Sheet.

Employee Benefit and Employment Matters. Company Buyer and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986Code, as amended (the "Code")) (i) maintain, administer, or contribute to, or at any time during the past six years have maintained, administered, or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Buyer's Disclosure Schedule 3.1(t) (the "Company Buyer Pension Plans"); and (ii) Company and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Buyer's Disclosure Schedule 3.1(t) (the "Company Buyer Welfare Plans"). For the benefit of their employees, Company Buyer and all ERISA Affiliates maintain, administer, or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, or similar arrangements described in Buyer's Disclosure Schedule 3.1(t) ("Company Buyer Employee Benefit Plans"). Except as disclosed in Schedule 3.1(t)Buyer's Disclosure Schedule, the Internal Revenue Service has determined that each Company Buyer Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and Company Buyer does not know of any matter that would adversely affect such qualified or tax-exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that either Company Buyer or any ERISA Affiliate is required to pay under the terms of each of the Company Buyer Pension Plans and Company Buyer Welfare Plans, and all such amounts are properly accrued on CompanyBuyer's Base Balance Sheet; and none of the Company Buyer Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of the ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any Company Buyer Pension Plan or Company Buyer Welfare Plan nor, to the knowledge of Shareholders and the Company's officers and employees with responsibilities for employee benefits matters, nor any Company Buyer Pension Plan or Company Buyer Welfare Plan fiduciary has engaged in any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) other than any such transaction that is exempt under Section 408 of ERISA or section Section 4975(d) of the Code. Except as set forth in Schedule 3.1(t), Company has furnished to Neither Buyer true and complete copies of each Company Pension Plan, Company Welfare Plan, and Company Employee Benefit Plan and related trust agreements or annuity contracts, Internal Revenue Service determination letters and summary plan descriptions; all of the foregoing plans and agreements are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of Company or any of its ERISA Affiliates thereunder will be impaired by this Agreement or the consummation of the transaction contemplated by this Agreement. Company subsidiaries is not a party to any collective bargaining agreement and, to the best of each ShareholderBuyer's knowledge, there is no material request for union representation pending or threatened against CompanyBuyer of any of its subsidiaries. Neither Company Buyer nor any of its ERISA Affiliates has incurred any liability to the PBGC as a result of the voluntary or involuntary termination of any Company Buyer Pension Plan subject to Title IV of ERISA; there is currently no active filing by Company Buyer or any of 5 11 its ERISA Affiliates with the PBGC (and no proceeding has been commenced by the PBGC) to terminate any Company Buyer Pension Plan subject to Title IV of ERISA maintained or funded, in whole or in part, by Company Buyer or any of its ERISA Affiliates; and neither Company Buyer nor any of its ERISA Affiliates has made a complete or partial withdrawal from a multi-employer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). The employment Each of each employee of Company is terminable at will without material cost to Company. Company Buyer and its subsidiaries has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and, except as described in Schedule 3.1(t), Company and neither Buyer nor any of its subsidiaries is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. All independent contractors of Company are paid salaries or other compensation in accordance with the amounts set forth in Schedule 3.1(t), and Schedule 3.1(t) correctly and accurately sets forth all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, and principal shareholders of Company as of the date of this Agreement, all of which are reflected as appropriate in Company's Base Balance Sheet.

Employee Benefit and Employment Matters. Company Intellicell and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m), ) or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) (i) maintain, administer, administer or contribute to, or at any time during the past six years have maintained, administered, administered or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(tSection 4.3(t) of the Intellicell Disclosure Letter (the "Company Pension PlansINTELLICELL PENSION PLANS"); and (ii) Company and its ERISA Affiliates maintain, administer, administer or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(tSection 4.3(t) of Intellicell Disclosure Letter (the "Company Welfare PlansINTELLICELL WELFARE PLANS"). For the benefit of their employees, Company Intellicell and all ERISA Affiliates maintain, administer, administer or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, insurance or similar arrangements described in Schedule 3.1(tSection 4.3(t) of the Intellicell Disclosure Letter (the "Company Employee Benefit PlansINTELLICELL EMPLOYEE BENEFIT PLANS"). Except as disclosed in Schedule 3.1(t), the The Internal Revenue Service has determined that each Company Intellicell Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and Company Intellicell does not know of any matter that which would adversely affect such qualified or tax-exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that which either Company Intellicell or any ERISA Affiliate is required to pay under the terms of each of the Company Intellicell Pension Plans and Company Intellicell Welfare Plans, Plans and all such amounts are properly accrued on CompanyIntellicell's Base Balance SheetMarch 31, 1999 consolidated balance sheet; and none of the Company Intellicell Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any Company Intellicell Pension Plan or Company Intellicell Welfare Plan nor, to the knowledge of Shareholders and the Company's officers and employees with responsibilities for employee benefits matters, nor any Company Intellicell Pension Plan or Company Intellicell Welfare Plan fiduciary has engaged in any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) other than any such transaction that which is exempt under Section 408 of ERISA or section 4975(d) of the Code. Except as set forth in Schedule 3.1(t), Company has furnished to Buyer true and complete copies of each Company Pension Plan, Company Welfare Plan, and Company Employee Benefit Plan and related trust agreements or annuity contracts, Internal Revenue Service determination letters and summary plan descriptions; all of the foregoing plans and agreements are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of Company or any of its ERISA Affiliates thereunder will be impaired by this Agreement or the consummation of the transaction contemplated by this Agreement. Company is not a party to any collective bargaining agreement and, to the best of each Shareholder's knowledge, there is no material request for union representation pending or threatened against Company. Neither Company nor any of its ERISA Affiliates has incurred any liability to the PBGC as a result of the voluntary or involuntary termination of any Company Pension Plan subject to Title IV of ERISA; there is currently no active filing by Company or any of 5 11 its ERISA Affiliates with the PBGC (and no proceeding has been commenced by the PBGC) to terminate any Company Pension Plan subject to Title IV of ERISA maintained or funded, in whole or in part, by Company or any of its ERISA Affiliates; and neither Company nor any of its ERISA Affiliates has made a complete or partial withdrawal from a multi-employer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). The employment of each employee of Company is terminable at will without material cost to Company. Company has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and, except as described in Schedule 3.1(t), Company is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. All independent contractors of Company are paid salaries or other compensation in accordance with the amounts set forth in Schedule 3.1(t), and Schedule 3.1(t) correctly and accurately sets forth all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, and principal shareholders of Company as of the date of this Agreement, all of which are reflected as appropriate in Company's Base Balance Sheet.under

Employee Benefit and Employment Matters. Except as set forth in Schedule 3.1(t), Company and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m), ) or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) (i) maintain, administer, or contribute to, or at any time during the past six years have maintained, administered, or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Company Disclosure Schedule 3.1(t) (the "Company ABBA Pension Plans"); and (ii) Company and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Company Disclosure Schedule 3.1(t) (the "Company ABBA Welfare Plans"). For the benefit of their employees, Company and all ERISA Affiliates maintain, administer, or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, or similar arrangements described in Company Disclosure Schedule 3.1(t) ("Company ABBA Employee Benefit Plans"). Except as disclosed in Schedule 3.1(t)Company Disclosure Schedule, the Internal Revenue Service has determined that each Company ABBA Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and Company does not none of the Shareholders know of any matter that would adversely affect such qualified or tax-exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that either Company or any ERISA Affiliate is required to pay under the terms of each of the Company ABBA Pension Plans and Company ABBA Welfare Plans, and all such amounts are properly accrued on Company's Base Balance Sheet; and none of the Company ABBA Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any Company ABBA Pension Plan or Company ABBA Welfare Plan nor, to the knowledge of Shareholders and the Company's officers and employees with responsibilities for employee benefits matters, nor any Company ABBA Pension Plan or Company ABBA Welfare Plan fiduciary has engaged in any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) other than any such transaction that is exempt under Section 408 of ERISA or section 4975(d) of the Code. Except as set forth in Schedule 3.1(t), Company has furnished to Buyer true and complete copies of each Company ABBA Pension Plan, Company ABBA Welfare Plan, and Company Employee ABBA Employment Benefit Plan and related trust agreements or annuity contracts, Internal Revenue Service determination letters and summary plan descriptions; all of the foregoing plans plans, agreements, and agreements commitments are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of Company or any of its ERISA Affiliates thereunder will be impaired by this Agreement or the consummation of the transaction contemplated by this Agreement. Company is not a party to any collective bargaining agreement and, to the best of each Shareholder's knowledge, there is no material request for union representation pending or threatened against Company. Neither Company nor any of its ERISA Affiliates has incurred any liability to the PBGC as a result of the voluntary or involuntary termination of any Company ABBA Pension Plan subject to Title IV of ERISA; there is currently no active filing by Company or any of 5 11 its ERISA Affiliates with the PBGC (and no proceeding has been commenced by the PBGC) to terminate any Company ABBA Pension Plan subject to Title IV of ERISA maintained or funded, in whole or in part, by Company or any of its ERISA Affiliates; and neither Company nor any of its ERISA Affiliates has made a complete or partial withdrawal from a multi-employer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). The employment of each employee of Company is terminable at will without material cost to Company. Except as set forth in Schedule 3.1(t), Company has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and, except as described in Schedule 3.1(t), and Company is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. All officers and independent contractors of Company are paid salaries or other compensation in accordance with the amounts set forth in Schedule 3.1(t)Company Disclosure Schedule, and Company Disclosure Schedule 3.1(t) correctly and accurately sets forth all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, and principal shareholders of Company as of the date of this Agreement, all of which are reflected as appropriate in Company's Base Balance Sheet.

Employee Benefit and Employment Matters. Company Buyer and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m), ) or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) (i) maintain, administer, or contribute to, or at any time during the past six years have maintained, administered, or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of the Employment Retirement Income Security of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in the Buyer Disclosure Schedule 3.1(t) (the "Company Buyer Pension Plans"); and (ii) Company and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in the Buyer Disclosure Schedule 3.1(t) (the "Company Buyer Welfare Plans"). For the benefit of their employees, Company Buyer and all ERISA Affiliates maintain, administer, or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, or similar arrangements described in the Buyer Disclosure Schedule 3.1(t) ("Company Buyer Employee Benefit Plans"). Except as disclosed in Schedule 3.1(t)the Buyer Disclosure Schedule, the Internal Revenue Service has determined that each Company Buyer Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and Company Buyer does not know of any matter that would adversely affect such qualified or tax-exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that either Company Buyer or any ERISA Affiliate is required to pay under the terms of each of the Company Buyer Pension Plans and Company Buyer Welfare Plans, and all such amounts are properly accrued on CompanyBuyer's Base Balance Sheet; and none of the Company Buyer Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of the ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any Company Buyer Pension Plan or Company Buyer Welfare Plan nor, to the knowledge of Shareholders and the Company's officers and employees with responsibilities for employee benefits matters, nor any Company Buyer Pension Plan or Company Buyer Welfare Plan fiduciary has engaged in any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) other than any such transaction that is exempt under Section 408 of ERISA or section 4975(d) of the Code. Except as set forth in Schedule 3.1(t), Company Buyer has furnished to Buyer Seller true and complete copies of each Company Buyer Pension Plan, Company Buyer Welfare Plan, and Company Employee Buyer Employment Benefit Plan and related trust agreements or annuity contracts, Internal Revenue Service determination letters and summary plan descriptions; all of the foregoing plans plans, agreements, and agreements commitments are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of Company Buyer or any of its ERISA Affiliates thereunder will be impaired by this Agreement or the consummation of the transaction contemplated by this Agreement. Company Neither Buyer nor any of its subsidiaries is not a party to any collective bargaining agreement and, to the best of each ShareholderBuyer's knowledge, there is no material request for union representation pending or threatened against CompanyBuyer or any of its subsidiaries. Neither Company Buyer nor any of its ERISA Affiliates has incurred any liability to the PBGC Pension Benefit Guaranty Company ("PBGC") as a result of the voluntary or involuntary termination of any Company Buyer Pension Plan subject to Title IV of ERISA; there is currently no active filing by Company Buyer or any of 5 11 its ERISA Affiliates with the PBGC (and no proceeding has been commenced by the PBGC) to terminate any Company Buyer Pension Plan subject to Title IV of ERISA maintained or funded, in whole or in part, by Company Buyer or any of its ERISA Affiliates; and neither Company Buyer nor any of its ERISA Affiliates has made a complete or partial withdrawal from a multi-employer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). The employment of each employee of Company Buyer and its subsidiaries is terminable at will without material cost to CompanyBuyer or any of its subsidiaries. Company Each of Buyer and its subsidiaries has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and, except as described in Schedule 3.1(t), Company and neither Buyer nor any of its subsidiaries is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. All independent contractors of Company are paid salaries or other compensation in accordance with the amounts set forth in Schedule 3.1(t), and Schedule 3.1(t) correctly and accurately sets forth all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, and principal shareholders of Company as of the date of this Agreement, all of which are reflected as appropriate in Company's Base Balance Sheet.

Employee Benefit and Employment Matters. Company CWI and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m), ) or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) (i) maintain, administer, administer or contribute to, or at any time during the past six years have maintained, administered, administered or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Section 4.1(s) of the CWI Disclosure Letter (the "CWI Pension Plans"); and (ii) maintain, administer or contribute to only those employee welfare benefit plans (as defined in Section 3(l) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(tSection 4.1(s) of the Disclosure Letter (the "Company Pension Plans"); and (ii) Company and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(t) (the "Company CWI Welfare Plans"). For the benefit of their employees, Company CWI and all ERISA Affiliates maintain, administer, administer or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, insurance or similar arrangements described in Schedule 3.1(tSection 4.1(s) of the CWI Disclosure Letter (the "Company Employee Benefit PlansCWI EMPLOYEE BENEFIT PLANS"). Except as disclosed in Schedule 3.1(t), the The Internal Revenue Service has determined that each Company CWI Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and Company CWI does not know of any matter that which would adversely affect such qualified or tax-tax exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that which either Company CWI or any ERISA Affiliate is required to pay under the terms of each of the Company CWI Pension Plans and Company CWI Welfare Plans, Plans and all such amounts are properly accrued on CompanyCWI's Base Balance SheetApril 30, 1999 consolidated balance sheet; and none of the Company CWI Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of the ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any Company CWI Pension Plan or Company CWI Welfare Plan nor, to the knowledge of Shareholders and the Company's officers and employees with responsibilities for employee benefits matters, nor any Company CWI Pension Plan or Company CWI Welfare Plan fiduciary has engaged in any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) other than any such transaction that which is exempt under Section 408 of ERISA or section Section 4975(d) of the Code. Except as set forth in Schedule 3.1(t), Company CWI has furnished to Buyer Intellicell true and complete copies of each Company CWI Pension Plan, Company CWI Welfare Plan, and Company CWI Employee Benefit Plan and related trust agreements or annuity contracts, Internal Revenue Service determination letters and summary plan descriptions; all of the foregoing plans plans, agreements and agreements commitments are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of Company CWI or any of its ERISA Affiliates thereunder will be impaired by this Agreement or the consummation of the transaction transactions contemplated by this Agreement. Company CWI is not a party to any collective bargaining agreement and, to the best of each Shareholder's knowledge, and there is no material request for union representation pending or or, to the knowledge of CWI, threatened against CompanyCWI. Neither Company CWI nor any of its ERISA Affiliates has incurred any liability to the PBGC Pension Benefit Guaranty Corporation (the "PBGC") as a result of the voluntary or involuntary termination of any Company CWI Pension Plan subject to Title IV of ERISA; there is currently no active filing by Company CWI or any of 5 11 its ERISA Affiliates with the PBGC (and no proceeding has been commenced by the PBGC) PBGC to terminate any Company CWI Pension Plan subject to Title IV of ERISA maintained or funded, in whole or in part, by Company CWI or any of its ERISA Affiliates); and neither Company CWI nor any of its ERISA Affiliates has made a complete or partial withdrawal from a multi-employer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). The employment of each employee of Company CWI and its Subsidiaries is terminable at will will, subject to applicable law; and no officer, director or employee of CWI is entitled to any severance payment upon termination of his or her employment with CWI, and any severance arrangement described in Section 4.1(s) of the CWI Disclosure Letter shall apply only in the event such termination is effected by CWI without material cost to Companycause. Company CWI has complied in all material respects with all other applicable federalFederal, state, state and local laws relating to the employment of labor including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, conditions and payment of taxes of any kind, and, except as described in Schedule 3.1(t), Company and CWI is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, leave or other compensatory time. All officers and independent contractors of Company CWI are paid salaries or other compensation in accordance with the amounts set forth in Schedule 3.1(t)Section 4.1(s) of the CWI Disclosure Letter, and Schedule 3.1(tSection 4.1(s) of the CWI Disclosure Letter correctly and accurately sets forth all salaries, expenses, expenses and personal benefits paid to or accrued for all directors, officers, officers and principal shareholders stockholders of Company CWI as of the date of this Agreement, all of which are reflected as appropriate in CompanyCWI's Base Balance Sheetfinancial statements as of April 30, 1999.

Employee Benefit and Employment Matters. Company Seller and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m), ) or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) (i) maintain, administer, or contribute to, or at any time during the past six years have maintained, administered, or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(t4.1(r) hereto (the "Company Seller Pension Plans"); and (ii) Company Seller and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(t4.1(r) hereto (the "Company Seller Welfare Plans"). For the benefit of their employees, Company Seller and all ERISA Affiliates maintain, administer, or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, or similar arrangements described in Schedule 3.1(t4.1(r) hereto ("Company Seller Employee Benefit Plans"). Except as disclosed in Schedule 3.1(t)4.1(r) hereto, the Internal Revenue Service has determined that each Company Seller Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and Company Seller does not know of any matter that would adversely affect such qualified or tax-exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that either Company Seller or any ERISA Affiliate is required to pay under the terms of each of the Company Seller Pension Plans and Company Seller Welfare Plans, and all such amounts are properly accrued on CompanySeller's Base Balance Sheet; and none of the Company Seller Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any Company Seller Pension Plan or Company Seller Welfare Plan nor, to the knowledge of Shareholders and the Company's officers and employees with responsibilities for employee benefits matters, nor any Company Seller Pension Plan or Company Seller Welfare Plan fiduciary has engaged in any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code) other than any such transaction that is exempt under Section 408 of ERISA or section 4975(d) of the Code. Except as set forth in Schedule 3.1(t), Company Seller has furnished to Buyer as an attachment to Schedule 4.1(r) hereto true and complete copies of each Company Seller Pension Plan, Company Seller Welfare Plan, and Company Employee Seller Employment Benefit Plan and related trust agreements or annuity contracts, Internal Revenue Service determination letters and summary plan descriptions; all of the foregoing plans plans, agreements, and agreements commitments are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of Company Seller or any of its ERISA Affiliates thereunder will be impaired by this Agreement or the consummation of the transaction transactions contemplated by this Agreement. Company Neither Seller nor any of its subsidiaries is not a party to any collective bargaining agreement and, to the best of each ShareholderSeller's knowledge, there is no material request for union representation pending or threatened against CompanySeller or any of its subsidiaries. Neither Company Seller nor any of its ERISA Affiliates has incurred any liability to the PBGC Pension Benefit Guarantee Corporation ("PBGC") as a result of the voluntary or involuntary termination of any Company Seller Pension Plan subject to Title IV of ERISA; there is currently no active filing by Company Seller or any of 5 11 its ERISA Affiliates with the PBGC (and no proceeding has been commenced by the PBGC) to terminate any Company Seller Pension Plan subject to Title IV of ERISA maintained or funded, in whole or in part, by Company Seller or any of its ERISA Affiliates; and neither Company Seller nor any of its ERISA Affiliates has made a complete or partial withdrawal from a multi-employer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). The employment of each employee of Company Seller and its subsidiaries is terminable at will without material cost to CompanySeller or any of its subsidiaries. Company Each of Seller and its subsidiaries has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor labor, including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and, except as described in Schedule 3.1(t), Company and neither Seller nor any of its subsidiaries is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. All officers and independent contractors of Company Seller and its subsidiaries are paid salaries or other compensation in accordance with the amounts set forth in Schedule 3.1(t)4.1(r) hereto, and Schedule 3.1(t4.1(r) correctly and accurately sets forth all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, and principal shareholders of Company Seller and its subsidiaries as of the date of this Agreement, all of which are reflected as appropriate in CompanySeller's Base Balance Sheet.