Common use of NO PROHIBITED TRANSACTIONS, ETC Clause in Contracts

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan or ERISA Affiliate Pension Plan. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Plan, as of the Effective Time, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by any Person, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, the Surviving Corporation or RW with respect to any group health plan; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of Neither the Stockholders, Owner nor any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to which the Company or any Company Subsidiary Owner could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now or hereafter maintained or contributed to by the Owner or any of his ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective TimeIPO Closing Date, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(1640001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" COBRA or qualified medical child support orders), the Company, each Company Subsidiary and the Stockholders have Owner has complied (and at the Effective Time IPO Closing Date will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary Owner has not incurred (or and will not incur) any direct or indirect liability or and is not (or and will not be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by any Personthe Owner, at any time prior to the Effective TimeIPO Closing Date, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time IPO Closing Date directly or indirectly against the CompanyOwner, any Company Subsidiary, any Stockholder, the Surviving Corporation or RW Apple with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total unfunded (or uninsured) pension, medical and other benefit (or will incur) liability for all Plans determined in accordance with accounting principles and actuarial assumptions consistently applied in the on-going administration of the Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary Owner has not incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now or hereafter maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective Time, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(1640001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company, any PersonCompany Subsidiary or any Stockholder, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, the Surviving Corporation or RW ARS with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now or hereafter maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective Time, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(1640001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction penalty or other sanction, arising on account of or in respect of any direct or indirect failure by the Company, any PersonCompany Subsidiary or any Stockholder, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, the Surviving Corporation or RW Apple with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total unfunded (or uninsured) pension, medical and other benefit (or will incur) liability for all Plans determined in accordance with accounting principles and actuarial assumptions consistently applied in the ongoing administration of the Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the StockholdersShareholder, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to as a result of which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now or hereafter maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Full payment has been timely made of all amounts which the Company is required under applicable Governmental Requirements or under any Plan or related agreement to have paid as of the last day of the most recent fiscal year of each Plan ended prior to the date hereof in accordance with any such Governmental Requirement, Plan or agreement. Further: (i) there have been no terminationstermination, partial terminations termination or discontinuances discontinuance of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that planhas occurred; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that was not properly reportedwith respect to any Plan; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective TimeClosing Date, shall will equal or exceed the actuarial present value of all "benefit liabilities" liabilities (within the meaning of Section 4001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations regulations of the PBGC governing the funding of terminated defined benefit plansplans contain; (v) with respect to "Plans qualifying as group health plans" plans under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" COBRA or qualified medical child support orders), the Company, Company and each Company Subsidiary and the Stockholders Shareholder have complied (and at the Effective Time Closing Date will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has not incurred (or nor will incur) any direct or indirect liability or nor is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company or any PersonShareholder, at any time prior to the Effective TimeClosing Date, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time Closing Date directly or indirectly against the Company, any Company SubsidiaryShareholder, Buyer or any Stockholder, the Surviving Corporation or RW Subsidiary of Buyer with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly (A) reflect in all material respects the approximate total pension, medical and other benefit (or will incur) liability for all Plans, Plans as of that date and no (B) do not reflect any material funding changes or irregularities are reflected thereon which that would cause those Financial Statements to be not representative of prior periods; and; (vii) neither the Company nor any Company Subsidiary has not incurred (or will incur) liability under Section 4062 of ERISA; (viii) the Company has no unfunded liabilities pursuant to any Plan that is an ERISA Pension Benefit Plan that is not intended to be qualified under Section 401(a) of the Code; (ix) no Company ERISA Pension Benefit Plan is a "multiple employer plan" (within the meaning of the Code or ERISA); and (x) except as required to maintain the tax-qualified status of any Qualified Plan, no condition or circumstance exists that would prevent the amendment or termination of any Plan.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholder, the MTM Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to under which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective Time, shall will equal or exceed the actuarial present value of all "benefit liabilitiesBENEFIT LIABILITIES" (within the meaning of Section 4001(a)(1640001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plansGROUP HEALTH PLANS" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary the MTM Stockholders and the Stockholders Stockholder have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has not incurred (or will not incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company, any PersonMTM Stockholder or the Stockholder, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiarythe Stockholder, any MTM Stockholder, the Surviving Corporation or RW Purchaser with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has not incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to under which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension each Qualified Plan, as of the Effective Time, shall will equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company, any PersonCompany Subsidiary or any Stockholder, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, the Surviving Corporation or RW WORK with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now or hereafter maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective Time, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations regulations of the PBGC Pension Benefit Guaranty Corporation governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company, any PersonCompany Subsidiary or any Stockholder, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, the Surviving Corporation ARS or RW any Subsidiary of ARS with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to under which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective Time, shall will equal or exceed the actuarial present value of all "benefit liabilitiesBENEFIT LIABILITIES" (within the meaning of Section 4001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plansGROUP HEALTH PLANS" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, Company and each Company Subsidiary and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company or any PersonCompany Subsidiary, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, the Surviving Corporation or RW OEI with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and; (vii) neither the Company nor any Company Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA; (viii) there are no investigations or audits of any Plan by any Governmental Authority which are pending or, to the knowledge of the Company and the Stockholders, threatened, and there have been no such investigations or audits that have been concluded that resulted in any liability of the Company or any Company Subsidiary that has not been fully discharged; and (ix) neither the Company nor any Company Subsidiary has participated in any voluntary compliance or self-correction program established by the IRS, or entered into any closing agreement with the IRS with respect to the form or operation of any Plan.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to under which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective Time, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(1640001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company, any PersonCompany Subsidiary or any Stockholder, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, the Surviving Corporation or RW TMI with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary OSI has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to which the Company or any Company Subsidiary OSI could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now or hereafter maintained or contributed to by OSI or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective TimeClosing, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations regulations of the PBGC Pension Benefit Guaranty Corporation governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary OSI and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary OSI has not incurred (or nor will it incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by OSI or any PersonStockholder, at any time prior to the Effective TimeClosing, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time Closing directly or indirectly against the Company, any Company SubsidiaryOSI, any Stockholder, the Surviving Corporation T-NDE or RW any Subsidiary of T-NDE with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary OSI has not incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to which the Company or any Company Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now maintained or contributed to by the Company or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective Time, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, Company and each Company Subsidiary and the Stockholders have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company, any PersonCompany Subsidiary or any Stockholder, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, the Surviving Corporation Invatec or RW any Subsidiary of Invatec with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total pension, medical and other benefit (or will incur) liability for all Plans, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA.

NO PROHIBITED TRANSACTIONS, ETC. None of the StockholdersOwners, any Plan or the Company Seller or any Company Seller Subsidiary has engaged in any Prohibited Transaction. No Plan and no ERISA Affiliate Pension Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist pursuant to which the Company Seller or any Company Seller Subsidiary could have any direct or indirect liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now or hereafter maintained or contributed to by the Seller or any of its ERISA Affiliate Pension PlanAffiliates. Further: (i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred that with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Company ERISA Pension Plan and any ERISA Affiliate Pension Qualified Plan, as of the Effective TimeIPO Closing Date, shall equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(1640001(a)(16) of ERISA) under that plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" COBRA or qualified medical child support orders), the CompanySeller, each Company Seller Subsidiary and the Stockholders Owners, have complied (and at the Effective Time IPO Closing Date will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company Seller nor any Company Seller Subsidiary has incurred (or will incur) any direct or indirect liability or is (or and will be) not be subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Seller, any PersonSeller Subsidiary or any Owner, at any time prior to the Effective TimeIPO Closing Date, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time IPO Closing Date directly or indirectly against the CompanySeller, any Company Seller Subsidiary, any Stockholder, the Surviving Corporation Owner or RW Apple with respect to any of those group health planplans; (vi) the Financial Statements as of the Current Balance Sheet Date properly reflect the approximate total unfunded (or uninsured) pension, medical and other benefit (or will incur) liability for all Plans determined in accordance with accounting principles and actuarial assumptions consistently applied in the on-going administration of the Plans; and, and no material funding changes or irregularities are reflected thereon which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company Seller nor any Company Seller Subsidiary has incurred (or will incur) liability under Section 4062 of ERISA.