Common use of of ERISA Clause in Contracts

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the StockholderStockholders, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE Schedule 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE Schedule 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE Schedule 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE Schedule 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), ) are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE Schedule 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE Schedule 2.15. Neither the StockholderStockholders, nor any plan listed in SCHEDULE 2.15 Schedule 2.15, nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE Schedule 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE Schedule 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE in Schedule 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company No MediVators Employee Benefit Plan to which MediVators or any ERISA Affiliate (as hereinafter defined) has not sponsored, maintained or contributed to is subject to Title IV of ERISA or Section 412 of the Code. For purposes of this Section 5.27, the term "ERISA Affiliate" shall mean any trade or business (whether or not incorporated) which is under common control with MediVators, within the meaning of Sections 414(b) and 414(c) of the Code or the regulations promulgated thereunder. MediVators does not maintain and has not maintained a plan which meets the safe harbor requirements of Section 414(n)(5) of the Code and MediVators has not made any representations (including oral representations) with respect to the existence of such a plan to any customers, clients, employees or any other person. MediVators does not maintain and has not maintained any "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code. Except as set forth in Schedule 5.27, each MediVators Employee Benefit Plan described in Schedule 5.27 is in full force and effect in accordance with its terms and there are no material actions, suits or claims pending (other than routine claims for benefits) or, to MediVators' knowledge, threatened, against any MediVators Employee Benefit Plan or any fiduciary thereof and MediVators has performed all material obligations required to be performed by it under, and is not in default under or in violation of, any MediVators Employee Benefit Plan, in any material respect, and MediVators is in compliance in all material respects with the requirements prescribed by all statutes, laws, ordinances, orders or governmental rules or regulations applicable to the MediVators Employee Benefit Plans, including, without limitation, ERISA and the Code. With respect to each MediVators Employee Benefit Plan, MediVators has delivered or made available to Cantel true and complete copies of the following documents where applicable: (i) the most recent annual report (Form 5500 series) and accompanying schedules filed with the IRS, any financial statement and opinion required by Section 103(a)(3) of ERISA; (ii) the most recent determination letter issued by the IRS and any outstanding request for a determination letter; (iii) the most recent summary plan description and all modifications; and (iv) the text of each MediVators Employee Benefit Plan and of any trust, insurance or annuity contract maintained in connection therewith. To the knowledge of MediVators, neither MediVators nor any other "party-in-interest," as defined in Section 3(14) of ERISA, has engaged in any "prohibited transaction," as defined in Section 406 of ERISA, which could subject any MediVators Employee Benefit Plan, MediVators or Cantel or any officer, director, partner or employee of MediVators or Cantel or any fiduciary of any MediVators Employee Benefit Plan to a material penalty or excise tax imposed under Section 502(i) of ERISA and Section 4975 of the Code. Except as set forth in Schedule 5.27, MediVators is not a party to any agreement to provide nor does it have an obligation to provide (except pursuant to Section 162(k) of the Code with respect to tax years beginning before January 1, 1989 and Section 4980B of the Code thereafter) any individual, or such individual's spouse or dependent, with any benefit following his or her retirement or termination of employment, nor his or her spouse, any dependent or any beneficiary subsequent to his or her death, with retirement, medical or life insurance or any benefit under any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15employee welfare benefit plan. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as MediVators has complied with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution its obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a162(k) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) 4980B of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 2.15, and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of or employment of any of the Company's employees other than the plans employees. Except as set forth on SCHEDULE Schedule 2.15. The , the Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE Schedule 2.15 and the administration thereof are in substantial compliance in all material respects with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE Schedule 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE Schedule 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), ) are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE Schedule 2.15. Neither the StockholderSeller, nor any plan listed in SCHEDULE Schedule 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE in Schedule 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE in Schedule 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE in Schedule 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsoredterm Employee Plan also includes, maintained or contributed to any employee pension benefit plan and but is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms limited to, disability, medical, dental, health insurance, life insurance, incentive plans, vacation benefits, and conditions of employment of any of the Company's employees other than the plans fringe benefits. Except as set forth on SCHEDULE 2.15. The Company is not nowSchedule 4.7, and will not as a result none of its past activities become, liable the Employee Plans are subject to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions Employee Retirement Income Security Act of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 19861974, as amended ("ERISA") or are qualified under the "Code"). Except as set forth in Schedule 4.7, areall Employee Plans are now, and have always been, so established, maintained and operated in all material respect in accordance with all applicable laws (including, but not limited to, ERISA and the Code) and all regulations and governing guidelines promulgated thereunder and in accordance with their plan documents. Each funded Employee Plan providing for payment of deferred compensation (a "Qualified Plan") is and always has been qualified and have been determined by under Section 401 of the Code. The Internal Revenue Service has issued one or more determination letters with respect to be so qualifiedeach Qualified Plan stating that each such Qualified Plan is qualified under Section 401 of the Code and each trust maintained in connection with each such Qualified Plan has been and is exempt under Section 501 of the Code. Except as disclosed on SCHEDULE 2.15set forth in Schedule 4.7, there is no unfunded liability for vested or nonvested benefits under any funded Employee Plan, and all reports contributions required to be made to or with respect to each Employee Plan have been completely and timely paid. All reports, forms and other documents required to be filed with any governmental agency or distributed entity with respect to plan participants or beneficiaries any Employee Plan have been timely filed or distributedand, and to the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 best knowledge of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiencySeller, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCare accurate. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) filings with respect to any such plan listed on SCHEDULE 2.15; Employee Plan with the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever Pension Benefit Guaranty Corporation (including, but not limited to, any "PBGC"). No liability to any multi employer plan or the PBGC under Title IV of ERISA has been incurred or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) is expected with respect to any plan now Employee Plan except for insurance premiums, and all insurance premiums incurred or heretofore maintained accrued up to and including the Closing Date have been or contributed to will be timely paid by any entity other than the Company that Seller. No amount is, and as of the Closing Date no amount will be, due or at owing from Seller or Subsidiary to any time was, a member of a "controlled groupmultiemployer plan" (as defined in Section 412(n)(6)(B3(37) of ERISA) on account of any withdrawal therefrom. There has been no event or condition, nor is any event or condition expected, that would present a risk of termination of any Employee Plan, or which would constitute a "reportable event" within the Code) that includes meaning of Section 4043 of ERISA and the Company.regulations and

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are are, except as otherwise set forth on SCHEDULE 2.15, in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof thereof, if any, are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All The Company has no plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have has never been determined by the Internal Revenue Service required to be so qualified. Except as disclosed on SCHEDULE 2.15, all file reports and or other documents required to be filed with any governmental agency or distributed required to distribute reports or plans to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15beneficiaries. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no No plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 5.15, and the Company is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of or employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15employees. The Company is not now, and will to the best knowledge of the Stockholders, cannot as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All To the best knowledge of the Stockholders, all employee benefit plans listed on SCHEDULE 2.15 Schedule 5.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 Schedule 5.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 Schedule 5.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are included as part of Schedule 5.15. Except To the best knowledge of the Stockholders, except as disclosed on SCHEDULE 2.15Schedule 5.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15Schedule 5.15. Neither the StockholderStockholders, nor any plan listed in SCHEDULE 2.15 Schedule 5.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 in Schedule 5.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 in Schedule 5.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15in Schedule 5.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company. The Company has distributed to the Stockholder for no separate consideration the Minnesota Mutual life insurance benefit plan and policy insuring the life of the Stockholder, including the cash surrender value from invested premiums.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and plan, nor is not the Company required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees ’s employees, other than the plans set forth on SCHEDULE 2.15Part 3.13 of the Disclosure Letter. The Company is not now, and will not nor as a result of its past activities can it reasonably be expected to become, liable to the Pension Benefit Guaranty Corporation (the "PBGC"other than for premium payments) or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 in Part 3.13 of the Disclosure Letter and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company or any subsidiary with respect to any plan listed on SCHEDULE 2.15 in Part 3.13 of the Disclosure Letter have either been fulfilled in their entirety or are fully reflected on the balance sheet Unaudited Balance Sheets of the Company as Company. Compliance with the Code and ERISA. All employee benefit plans listed in Part 3.13 of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 Disclosure Letter that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), “Qualified Plans”) are, and have been, been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters are included as part of Part 3.13 of the Disclosure Letter. Except To the Seller’s Knowledge, except as disclosed on SCHEDULE 2.15in Part 3.13 of the Disclosure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or Returns) have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15Part 3.13 of the Disclosure Letter. Neither the Stockholder, nor any No plan listed in SCHEDULE 2.15 nor Part 3.13 of the Disclosure Letter, or the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No To the Sellers’ Knowledge, no employee benefit plan listed on SCHEDULE 2.15 in Part 3.13 of the Disclosure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred (i) any liability for excise tax or penalty due payable to the Internal Revenue Service Service, or (ii) any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" Pension Benefit Guaranty Corporation (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.for premium payments). In addition:

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE Schedule 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE Schedule 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE Schedule 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE Schedule 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), ) are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE Schedule 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 Schedule 2.15, nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE Schedule 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE Schedule 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE in Schedule 2.15; the Company has not incurred liability under Section 4062 of ERISA; and and, to Stephen W. Barley's actual knowledge, no circumstances exist pursuant to which the Company xx xxxxx xxx Xxxxxny could have any direct or indirect material liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Neither the Company nor any Subsidiary has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 3.14, and neither the Company nor any Subsidiary is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of or employment of any of the Company's employees other than or any Subsidiary's employees. Neither the plans set forth on SCHEDULE 2.15. The Company nor any Subsidiary is not now, and will not or can as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi multi-employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 Schedule 3.14 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company or any Subsidiary with respect to any plan listed on SCHEDULE 2.15 Schedule 3.14 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All Except as set forth on Schedule 3.14, all plans listed on SCHEDULE 2.15 Schedule 3.14 that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, are and have been, been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are included as part of Schedule 3.14. Except as disclosed on SCHEDULE 2.15Schedule 3.14, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15Schedule 3.14. Neither the StockholderStockholders, nor any plan listed in SCHEDULE 2.15 Schedule 3.14 nor the Company (including the Company's Subsidiaries) has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 in Schedule 3.14 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company (including the Company's Subsidiaries) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a401 (a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 in Schedule 3.14 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15in Schedule 3.14; the Company (including the Company's Subsidiaries) has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi multi-employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has As of the last day of the most recent plan year heretofore ended of each employee benefit plan described in the preceding sentence (other than a "multiemployer plan"), the present value of all accrued benefits under each such employee benefit plan (calculated on the basis of the actuarial assumptions specified in the most recent actuarial valuation for each such plan) did not sponsored, maintained or contributed exceed the fair market value of the assets of such plan allocable to such benefit by more than $1,000,000. Neither any employee pension benefit plan and is not required (excluding any "multiemployer plan" within the meaning of Section 3(37) of ERISA) established or maintained by the Company or any subsidiary or to contribute which the Company or any subsidiary has made contributions, nor any trust created thereunder, nor any trustee or administrator thereof (including the Company), has engaged in any non-exempt prohibited transaction (as described in Section 406 of ERISA or in Section 4975 of the Code) that could subject the Company or any subsidiary either directly or indirectly through an obligation to indemnify to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any material tax or material penalty on prohibited transactions imposed under said Section 4975 of the Company's employees other than the plans set forth on SCHEDULE 2.15Code or under ERISA. The Company is not nowexecution and delivery of this Agreement, the other Operative Documents and the sale of the Senior Notes to be purchased by Eligible Purchasers will not as a result involve any prohibited transaction within the meaning of its past activities become, liable to Section 406 of ERISA or Section 4975 of the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer Code. Each employee pension benefit plan under described in the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are preceding sentence is in substantial compliance in all material respects with their terms and all applicable provisions of ERISA and the regulations issued thereunderCode, except for plan amendments required or permitted by such statutes as well as with to which applicable grace periods for making such amendments have not expired, and the Company and the subsidiaries has made, accrued or provided for all other applicable federal, state contributions heretofore required to be made by the Company and local statutes, ordinances the subsidiaries and regulations. All accrued contribution obligations each of the Company and the subsidiaries has complied in all material respects with respect the continuation coverage requirements of Title X of the Consolidated Omnibus Budget Act of 1985, as amended. Neither the Company nor any subsidiary has any material "expected post-retirement benefit obligation" (within the meaning of Financial Accounting Standards Board Statement No. 106). The consummation of the transactions contemplated by this Agreement (including, without limitation, the Use of Proceeds) will not result in any material payment (including, without limitation, severance, golden parachute or otherwise) becoming due from the Company or any subsidiary to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet employee of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance subsidiary as a consequence of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companytransaction.

of ERISA. The Company Buyer has not sponsored, maintained also delivered or contributed made available to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant Target prior to the provisions execution of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not nowthis Agreement, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to each Buyer Benefit Plan maintained by any Buyer Entity, copies of (i) the current summary plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on description (and/or any similar description), (ii) the balance sheet most recent Form 5500 series filing and schedules thereto, if such plan is subject to ERISA reporting requirement, (iii) the most recent determination of the Company as Internal Revenue Service with respect to the qualified status of such plan, if Section 401(a) of the Balance Sheet DateInternal Revenue Code applies to such plan, (iv) the most recent accounting with respect to such plan if funded through a trust, and (v) the most recent actuarial report of the qualified actuary of such plan if actuarial valuations are conducted in respect of such plan. (b) All plans listed on SCHEDULE 2.15 that Buyer Benefit Plans are in compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws the breach or violation of which are reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect. Each Buyer ERISA Plan which is intended to qualify (the "Qualified Plans") be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by has received a favorable determination letter from the Internal Revenue Service Service, and Buyer is not aware of any circumstances likely to be so qualifiedresult in revocation of any such favorable determination letter. To the Knowledge of Buyer, no Buyer Entity has engaged in a transaction with respect to any Buyer Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject any Buyer Entity to a Tax imposed by either Section 4975 of the Internal Revenue Code or Section 502(i) of ERISA in amounts which are reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect. (c) Except as disclosed in Section 6.14 of the Buyer Disclosure Memorandum, no Buyer Pension Plan has any "unfunded current liability," as that term is defined in Section 302(d)(8)(A) of ERISA, based on actuarial assumptions set forth for such plan's most recent actuarial valuation. Since the date of the most recent actuarial valuation, there has been (i) no material change in the financial position of a Buyer Pension Plan, (ii) no change in the actuarial assumptions with respect to any Buyer Pension Plan, and (iii) no increase in benefits under any Buyer Pension Plan as a result of plan amendments or changes in applicable Law which is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect or materially adversely affect the funding status of any such plan. Neither any Buyer Pension Plan nor any "single-employer plan," within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any Buyer Entity, or the single-employer plan of any ERISA Affiliate has an "accumulated funding deficiency" within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA, which is reasonably likely to have a Buyer Material Adverse Effect. Except as disclosed in Section 6.14 of the Buyer Disclosure Memorandum, other than routine claims for benefits, there are no pending or, to the Knowledge of Buyer, threatened claims by or on SCHEDULE 2.15behalf of any Buyer Benefit Plan, all reports and other documents required by any person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholderresult in a Buyer Material Adverse Effect, nor are there any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the ongoing Internal Revenue Service; , U.S. Department of Labor or other agency audits or investigations of any Buyer Benefit Plans. (d) Within the six-year period preceding the Effective Time, no plan listed on SCHEDULE 2.15 subject to the provisions Liability under Subtitle C or D of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase or is defined in Section 4043 of ERISA) expected to be incurred by any Buyer Entity with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct ongoing, frozen or indirect liability whatsoever (including, but not limited to, any liability to any multi terminated single-employer plan or the PBGC single-employer plan of any ERISA Affiliate, which Liability is reasonably likely to have a Buyer Material Adverse Effect. No Buyer Entity has incurred any withdrawal Liability with respect to a multi-employer plan under Subtitle B of Title IV of ERISA or (regardless of whether based on contributions of an ERISA Affiliate), which Liability is reasonably likely to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, have a member Buyer Material Adverse Effect. No notice of a "controlled groupreportable event," (as defined in within the meaning of Section 412(n)(6)(B) 4043 of ERISA for which the Code) that includes 30-day reporting requirement has not been waived, has been required to be filed for any Buyer Pension Plan or by any ERISA Affiliate within the Company.12-month period ending on the date hereof. 6.15

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the StockholderStockholders, nor any plan listed in SCHEDULE 2.15 nor the Company has have engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company None of the Companies contributes to, or has not sponsored, maintained or within the past six years contributed to any employee pension benefit a single-employer plan and is within the meaning of Section 4001(a)(15) which has two or more contributing sponsors, as defined in Section 4001(a)(13), at least two of whom are not required to contribute to any retirement plan pursuant to under common control, within the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV meaning of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and The Companies have complied in all material respects with the administration thereof are in substantial compliance with their terms and all applicable provisions health care continuation requirements of Part 6 of Title I of ERISA and to the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualifiedextent applicable. Except as disclosed on SCHEDULE 2.153.17 of the Disclosure Schedule, all reports the execution and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributeddelivery of the Transaction Documents and the D&F Transaction Agreements do not, and the most recent copies thereof are included as part consummation of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under transactions contemplated thereby and compliance with the provisions thereof will not, result in an increase in the amount of Section 4975 compensation or benefits or accelerate the vesting or timing of payment of any compensation or benefits payable by any of the Code Companies to any Plan, Benefit Arrangement (as defined below), International Plan (as defined below) or Section 406 to any employee of ERISAany of the Companies. No plan listed SCHEDULE 3.17 of the Disclosure Schedule contains listings of each Benefit Arrangement (as hereinafter defined) existing as of the date hereof. True and complete copies or descriptions of each Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto have been made available to the Interested Persons. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations and has been maintained in good standing with applicable regulatory authorities. All contributions and payments accrued under each Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on SCHEDULE 2.15 has incurred the Closing Date, will be discharged and paid on or prior to the Closing Date to the extent then due or, to the extent required by GAAP, reflected as a Current Liability as determined in the calculations related to the Adjusted Aggregate Value. As used in this Agreement: (i) "PLAN" means an accumulated funding deficiency, "EMPLOYEE BENEFIT PLAN," as defined in Section 412(a) of the Code and Section 302(13(3) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a(other than a Multiemployer Plan) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" which (as that phrase i) is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment provision of any such liabilityERISA, (ii) with respect to any plan now or heretofore is established, administered, maintained or contributed to by any entity other than of the Companies or any of their Affiliates and (iii) covers any employee or former employee of any Company that is, in respect of service with any Companies or at to which any time was, a member of the Companies or any of their ERISA Affiliates otherwise may have any liability; (ii) "MULTIEMPLOYER PLAN" means a "controlled groupMULTIEMPLOYER PLAN" (as defined in Section 412(n)(6)(B4001(a)(3) of ERISA) to which any of the Companies or any of their ERISA Affiliates is or has been obligated to contribute or otherwise may have any liability; and (iii) with respect to any person, "ERISA AFFILATEe" means any trade or business (whether or not incorporated) which is under common control or would be considered a single employer with such person pursuant to Section 414(b), (c), (m) or (o) of the CodeCode and the regulations promulgated thereunder or pursuant to Section 4001(b) of ERISA and the regulations promulgated thereunder. "BENEFIT ARRANGEMENT" means any employment, severance, change in control or similar contract or arrangement or any plan, policy, fund, program or contract or arrangement providing for bonus, profit- sharing, stock option, or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, workers' compensation or severance benefits that includes (A) is not a Plan, (B) is entered into, maintained, administered or contributed to, as the Company.case may be, by any of the Owners, the Companies or the Affiliates of any of them and (C) covers in respect of service with any Company any current or former U.S. employee or U.S. independent contractor of any of the Companies who is or was employed in the United States. "INTERNATIONAL PLAN" means (I) any written employment agreement providing for annual salary in excess of $100,000 or any severance or similar contract or arrangement providing for compensation (including retirement benefits) in excess of $100,000 that (A) is not a Plan or a Benefit Arrangement and (B) is entered into between any of the Companies and any current or former employee, agent or independent contractor of any of the Companies who is employed by any of the Companies in the Netherlands, the United Kingdom, Mexico, Japan, Australia, Canada, or Singapore or who while employed by any of the Companies was employed in the Netherlands, the United Kingdom, Mexico, Japan, Australia, Canada, or Singapore or (II) any written plan, policy, fund, program, arrangement, or contract of or with any of the Companies or any of their Affiliates in respect of service with any of the Companies covering a group of employees (at least 12 in number) who are employed by any of the Companies in the Netherlands, the United Kingdom, Mexico, Japan, Australia, Canada, or Singapore or who while employed by any of the Companies were employed in the Netherlands, the United Kingdom, Mexico, Japan, Australia, Canada or Singapore; providing for (A) retirement benefits (including pension, health, medical or life insurance), but excluding any retirement scheme fund, plan or program (x) sponsored by any government or (y) providing benefits statutorily mandated under the laws of the applicable jurisdiction either at the minimum level statutorily mandated or pursuant to a statute which does not specify a minimum benefit, or (B) bonus (including post employment bonus), profit sharing, stock option, or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, life insurance (including any self insured arrangements), health or medical benefits, disability benefits, supplemental unemployment benefits or severance benefits (cumulatively "BENEFITS"), other than any plan, policy, fund, program, arrangement or contract providing for BENEFITS statutorily mandated by the laws of the applicable jurisdiction either at the minimum level statutorily mandated or pursuant to a statute which does not specify a minimum benefit that (A) is not a Plan or a Benefit Arrangement and (B) is entered into, maintained, administered, or contributed to by any of the Sellers, the Companies or the Affiliates of any of them. "PBGC" means the Pension Benefit Guaranty Corporation. SCHEDULE 3.17 of the Disclosure Schedule lists each International Plan. True and complete copies of each International Plan and all amendments thereto have been made available to the Interested Persons. Each International Plan has been maintained and operated in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations and has been maintained in good standing with all applicable regulatory authorities. With respect to each International Plan all necessary or appropriate approvals, qualifications or certifications have been obtained and no event has occurred or condition exists which would cause the loss of such approval, qualification or certifications. All contributions and payments accrued under each International Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on or prior to the Closing Date will be discharged and paid on or prior to the Closing Date to the extent then due or, to the extent required by GAAP, reflected as a Current Liability as determined in the calculation related to the Adjusted Aggregate Value. 3.18

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), ) are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the StockholderStockholders, nor any plan listed in SCHEDULE 2.15 2.15, nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on in SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on SCHEDULE 3.15, and is not required to contribute to any retirement plan plan, except as set forth on SCHEDULE 3.15, pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of or employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15employees. The Company is not now, and will cannot as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer multiemployer employee pension benefit plan under the provisions of Title IV of ERISA. All To the best of the Company's knowledge, all employee benefit plans listed on SCHEDULE 2.15 3.15 and the administration thereof are in substantial compliance in all material respects with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 3.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 3.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are included as part of SCHEDULE 3.15. Except as disclosed on SCHEDULE 2.153.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and the most recent copies thereof are included as part have been made available to Metals. To the best of SCHEDULE 2.15. Neither the StockholderCompany's knowledge, nor neither the Stockholders, any plan listed in SCHEDULE 2.15 3.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on in SCHEDULE 2.15 3.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on in SCHEDULE 2.15 3.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on in SCHEDULE 2.153.15; the Company has not incurred liability under Section 4062 of ERISA; and to the best of the Company's knowledge, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has furnished or made available or will promptly after the date hereof make available to STAR (a) a true and complete copy of the plan document and summary plan description, if any, for each Company Employee Benefit Plan, (b) a true and complete copy of the most recently filed Form 5500 (including the related schedules) with respect to each Company Employee Benefit Plan for which such form is required to be filed, (c) a true and complete copy of any trust agreement, insurance contract or other agreement or arrangement serving as source of funding any benefits payable under any Company Employee Benefit Plan, and (d) the most recently issued financial statement and actuarial report, if any, for each Company Employee Benefit Plan. No "prohibited transactions" (as such term is defined in Section 4975 of the IRC, or in Part 4 of Subtitle B of Title I of ERISA) have occurred with respect to any Company Employee Benefit Plan that would result in the imposition of taxes or penalties that, in the aggregate, would have a Material Adverse Effect. With respect to each of the Company Employee Benefit Plans that is intended to qualify for favorable income tax treatment under Section 401(a) of the IRC, (i) the Internal Revenue Service ("IRS") has issued a favorable determination letter with respect to such plan; (ii) except as set forth on Schedule 5.11, the Company has furnished or made available to STAR a copy of the determination letter most recently issued by the IRS with respect to such plan and the application filed with the IRS for such determination letter; and (iii) to the best knowledge of the Company and the Shareholder, no event has occurred from the date of each such favorable determination letter that would materially adversely affect the tax-qualified status of the plan in question. Each Company Employee Benefit Plan has been administered in compliance with the applicable requirements of ERISA and the IRC, and in compliance with all other applicable provisions of law, except for such noncompliance, if any, that, in the aggregate, would not have a Material Adverse Effect. With respect to each Company Employee Benefit Plan, the Company has not incurred liabilities which, in the aggregate, would have a Material Adverse Effect as a result of the violation of or the failure to comply with any applicable provision of ERISA, the IRC, any other applicable provision of law, or any provision of such plan. None of the Company Employee Benefit Plans which is an "employee pension benefit plan", as that term is defined in Section 3(2) of ERISA (a "Company Employee Pension Benefit Plan"), has incurred an "accumulated funding deficiency," within the meaning of Section 302 of ERISA or Section 412 of the IRC which, in the aggregate, would have a Material Adverse Effect. The Company has not sponsoredfailed to make any contribution to, maintained or contributed to make any employee pension benefit plan and is not payment under, any Company Employee Benefit Plan that it was required to contribute to any retirement plan make pursuant to the provisions terms of the plan or pursuant to applicable law in any collective bargaining agreement establishing amount which, in the terms and conditions of employment of any aggregate, would have a Material Adverse Effect. To the best knowledge of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as no "reportable events," with respect to which a result of its past activities become, liable to notice must be filed with the Pension Benefit Guaranty Corporation (the "PBGC") or ), has occurred with respect to any multi employer employee pension benefit plan Company Employee Pension Benefit Plan subject to Title IV of the ERISA which events, in the aggregate, would have a Material Adverse Effect. No proceedings by the PBGC to terminate any Company Employee Pension Benefit Plan pursuant to Subtitle C of Title IV of ERISA have to the best of the Company's knowledge, been instituted or threatened which, in the aggregate, would have a Material Adverse Effect. Except for any liabilities in an amount which, in the aggregate, would not have a Material Adverse Effect, the Company (1) has not incurred any liability to the PBGC in connection with any Company Employee Pension Benefit Plan, including any liability under Section 4069 of ERISA and any penalty imposed under Section 4071 of ERISA, (2) has not terminated any Company Employee Pension Benefit Plan, or ceased operations at any facility or withdrawn from any Company Employee Pension Benefit Plan, in a manner that could subject it to liability or any liens under Section 4062, 4063, 4064 or 4068 of ERISA or (3) has no knowledge as to the provisions existence of any state of facts, or as to the occurrence of any transactions, that would result in any liability of the Company to the PBGC under any other provision of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and There is no pending or, to the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations best knowledge of the Company with respect or the Shareholder, threatened legal action, proceeding or investigation against or involving any Company Employee Benefit Plan which would result in liabilities to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of Plan, the Company as of that, in the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986aggregate, as amended (the "Code"), are, and would have been, so qualified and have been determined by the Internal Revenue Service to be so qualifieda Material Adverse Effect. Except as disclosed on SCHEDULE 2.15Schedule 5.11, all reports and other documents required to be filed with any governmental agency or distributed to the present value of accrued benefits of each Company Employee Benefit Plan that is a defined benefit plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a3(35) of ERISA does not exceed the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) value of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions assets of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; available to pay such benefits by an amount that, in the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could aggregate for all such plans, would have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyMaterial Adverse Effect.

of ERISA. The Company None of the Companies contributes to, or has not sponsored, maintained or within the past six years contributed to any employee pension benefit a single-employer plan and is within the meaning of Section 4001(a)(15) which has two or more contributing sponsors, as defined in Section 4001(a)(13), at least two of whom are not required to contribute to any retirement plan pursuant to under common control, within the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV meaning of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and The Companies have complied in all material respects with the administration thereof are in substantial compliance with their terms and all applicable provisions health care continuation requirements of Part 6 of Title I of ERISA and to the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualifiedextent applicable. Except as disclosed on SCHEDULE 2.153.17 of the Disclosure Schedule, all reports the execution and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributeddelivery of the Transaction Documents and the D&F Transaction Agreements do not, and the most recent copies thereof are included as part consummation of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under transactions contemplated thereby and compliance with the provisions thereof will not, result in an increase in the amount of Section 4975 compensation or benefits or accelerate the vesting or timing of payment of any compensation or benefits payable by any of the Code Companies to any Plan, Benefit Arrangement (as defined below), International Plan (as defined below) or Section 406 to any employee of ERISAany of the Companies. No plan listed SCHEDULE 3.17 of the Disclosure Schedule contains listings of each Benefit Arrangement (as hereinafter defined) existing as of the date hereof. True and complete copies or descriptions of each Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto have been made available to the Interested Persons. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations and has been maintained in good standing with applicable regulatory authorities. All contributions and payments accrued under each Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on SCHEDULE 2.15 has incurred the Closing Date, will be discharged and paid on or prior to the Closing Date to the extent then due or, to the extent required by GAAP, reflected as a Current Liability as determined in the calculations related to the Adjusted Aggregate Value. As used in this Agreement: (i) "PLAN" means an accumulated funding deficiency, "EMPLOYEE BENEFIT PLAN," as defined in Section 412(a) of the Code and Section 302(13(3) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a(other than a Multiemployer Plan) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" which (as that phrase i) is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment provision of any such liabilityERISA, (ii) with respect to any plan now or heretofore is established, administered, maintained or contributed to by any entity other than of the Companies or any of their Affiliates and (iii) covers any employee or former employee of any Company that is, in respect of service with any Companies or at to which any time was, a member of the Companies or any of their ERISA Affiliates otherwise may have any liability; (ii) "MULTIEMPLOYER PLAN" means a "controlled groupMULTIEMPLOYER PLAN" (as defined in Section 412(n)(6)(B4001(a)(3) of ERISA) to which any of the Companies or any of their ERISA Affiliates is or has been obligated to contribute or otherwise may have any liability; and (iii) with respect to any person, "ERISA AFFILIATE" means any trade or business (whether or not incorporated) which is under common control or would be considered a single employer with such person pursuant to Section 414(b), (c), (m) or (o) of the CodeCode and the regulations promulgated thereunder or pursuant to Section 4001(b) 44 of ERISA and the regulations promulgated thereunder. "BENEFIT ARRANGEMENT" means any employment, severance, change in control or similar contract or arrangement or any plan, policy, fund, program or contract or arrangement providing for bonus, profit-sharing, stock option, or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, workers' compensation or severance benefits that includes (A) is not a Plan, (B) is entered into, maintained, administered or contributed to, as the Companycase may be, by any of the Owners, the Companies or the Affiliates of any of them and (C) covers in respect of service with any Company any current or former U.S. employee or U.S. independent contractor of any of the Companies who is or was employed in the United States. "INTERNATIONAL PLAN" means (I) any written employment agreement providing for annual salary in excess of $100,000 or any severance or similar contract or arrangement providing for compensation (including retirement benefits) in excess of $100,000 that (A) is not a Plan or a Benefit Arrangement and (B) is entered into between any of the Companies and any current or former employee, agent or independent contractor of any of the Companies who is employed by any of the Companies in the Netherlands, the United Kingdom, Mexico, Japan, Australia, Canada, or Singapore or who while employed by any of the Companies was employed in the Netherlands, the United Kingdom, Mexico, Japan, Australia, Canada, or Singapore or (II) any written plan, policy, fund, program, arrangement, or contract of or with any of the Companies or any of their Affiliates in respect of service with any of the Companies covering a group of employees (at least 12 in number) who are employed by any of the Companies in the Netherlands, the United Kingdom, Mexico, Japan, Australia, Canada, or Singapore or who while employed by any of the Companies were employed in the Netherlands, the United Kingdom, Mexico, Japan, Australia, Canada or Singapore; providing for (A) retirement benefits (including pension, health, medical or life insurance), but excluding any retirement scheme fund, plan or program (x) sponsored by any government or (y) providing benefits statutorily mandated under the laws of the applicable jurisdiction either at the minimum level statutorily mandated or pursuant to a statute which does not specify a minimum benefit, or (B) bonus (including post employment bonus), profit sharing, stock option, or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, life insurance (including any self insured arrangements), health or medical benefits, disability benefits, supplemental unemployment benefits or severance benefits (cumulatively "BENEFITS"), other than any plan, policy, fund, program, arrangement or contract providing for BENEFITS statutorily mandated by the laws of the applicable jurisdiction either at the minimum level statutorily mandated or pursuant to a statute which does not specify a minimum benefit that (A) is not a Plan or a Benefit Arrangement and (B) is entered into, maintained, administered, or contributed to by any of the Sellers, the Companies or the Affiliates of any of them. "PBGC" means the Pension Benefit Guaranty Corporation. SCHEDULE 3.17 of the Disclosure Schedule lists each International Plan. True and complete copies of each International Plan and all 45 amendments thereto have been made available to the Interested Persons. Each International Plan has been maintained and operated in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations and has been maintained in good standing with all applicable regulatory authorities. With respect to each International Plan all necessary or appropriate approvals, qualifications or certifications have been obtained and no event has occurred or condition exists which would cause the loss of such approval, qualification or certifications. All contributions and payments accrued under each International Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on or prior to the Closing Date will be discharged and paid on or prior to the Closing Date to the extent then due or, to the extent required by GAAP, reflected as a Current Liability as determined in the calculation related to the Adjusted Aggregate Value.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on SCHEDULE 3.15, and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of or employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15employees. The Company is not now, and will cannot as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All To the knowledge of the Company and the Stockholders, all employee benefit plans listed on SCHEDULE 2.15 3.15 and the administration thereof are in substantial compliance in all material respects with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All Except as set forth on SCHEDULE 3.15, all accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 3.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 3.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are included as part of SCHEDULE 3.15. Except as disclosed on SCHEDULE 2.153.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies of the most recent copies provisions thereof are included as part of SCHEDULE 2.153.15. Neither To the Stockholderknowledge of the Company and the Stockholders, nor neither the Stockholders, any plan listed in SCHEDULE 2.15 3.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on in SCHEDULE 2.15 3.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on in SCHEDULE 2.15 3.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on in SCHEDULE 2.153.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of or employment of any of the Company's employees other than the plans set forth on SCHEDULE Schedule 2.15. The Except for and to the extent of any immaterial funding deficiency as and to the extent described in the July 1, 1996 Wyatt report to the Company, a copy of which is attached hereto as pxxx xf Schedule 2.15, the Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA; provided, however, that this representation shall not be deemed to be incorrect solely as a result of either (i) decreases in the value of plan assets after the Closing Date or (ii) any failure of the Company to fund any such plan as required by law after the Closing Date. All employee benefit plans listed on SCHEDULE Schedule 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE Schedule 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE Schedule 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), " are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE Schedule 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE Schedule 2.15. Neither the StockholderStockholders, nor any plan listed in SCHEDULE Schedule 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE in Schedule 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE in Schedule 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE in Schedule 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE Schedule 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE Schedule 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE Schedule 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE Schedule 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), ) are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE Schedule 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 Schedule 2.15, nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE Schedule 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE Schedule 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE in Schedule 2.15; the Company has not incurred liability under Section 4062 of ERISA; and and, to Stephen W. Barley's actual knowledge, no circumstances exist pursuant to which the Company xx xxxxx xxx Xxxxxxy could have any direct or indirect material liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and plan, nor is not the Company required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees ’s employees, other than the plans set forth on SCHEDULE 2.15Part 3.13 of the Disclosure Letter. The Company is not now, and will not nor as a result of its past activities can it reasonably be expected to become, liable to the Pension Benefit Guaranty Corporation (the "PBGC"other than for premium payments) or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 in Part 3.13 of the Disclosure Letter and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company or any subsidiary with respect to any plan listed on SCHEDULE 2.15 in Part 3.13 of the Disclosure Letter have either been fulfilled in their entirety or are fully reflected on the balance sheet Unaudited Balance Sheets of the Company as Company. Compliance with the Code and ERISA . All employee benefit plans listed in Part 3.13 of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 Disclosure Letter that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), “Qualified Plans”) are, and have been, been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters are included as part of Part 3.13 of the Disclosure Letter. Except To the Seller’s Knowledge, except as disclosed on SCHEDULE 2.15in Part 3.13 of the Disclosure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or Returns) have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15Part 3.13 of the Disclosure Letter. Neither the Stockholder, nor any No plan listed in SCHEDULE 2.15 nor Part 3.13 of the Disclosure Letter, or the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No To the Sellers’ Knowledge, no employee benefit plan listed on SCHEDULE 2.15 in Part 3.13 of the Disclosure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred (i) any liability for excise tax or penalty due payable to the Internal Revenue Service Service, or (ii) any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" Pension Benefit Guaranty Corporation (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.for premium payments). In addition:

of ERISA. The Company No Seller has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 2.16, and the Seller is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's its employees other than the plans except as set forth on SCHEDULE 2.15Schedule 2.16. The Company No Seller is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISAERISA except as set forth on Schedule 2.16. All employee benefit plans listed on SCHEDULE 2.15 Schedule 2.16 and the administration thereof are in substantial compliance in all material respects with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company Seller with respect to any plan listed on SCHEDULE 2.15 Schedule 2.16 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company applicable Seller as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 Schedule 2.16 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified ) and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15Schedule 2.16, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 Schedule 2.16 nor the Company Seller has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 Schedule 2.16 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company Seller has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There Except as set forth on Schedule 2.16, there have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 Schedule 2.16 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; Schedule 2.16 the Company Seller has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company Seller could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company Seller that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanySeller.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPBGC by reason thereof. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has As of the last day of the most recent plan year heretofore ended of each employee benefit plan described in the preceding sentence (other than a "multiemployer plan"), the present value of all accrued benefits under each such employee benefit plan (calculated on the basis of the actuarial assumptions specified in the most recent actuarial valuation for each such plan) did not sponsored, maintained or contributed exceed the fair market value of the assets of such plan allocable to such benefits by more than $1,000,000. Neither any employee pension benefit plan and is not required (excluding any "multiemployer plan" within the meaning of Section 3(37) of ERISA) established or maintained by the Company or the subsidiary or to contribute which the Company or the subsidiary has made contributions, nor any trust created thereunder, nor any trustee or administrator thereof (including the Company), has engaged in any non-exempt prohibited transaction (as described in Section 406 of ERISA or in Section 4975 of the Code) that could subject the Company or the subsidiary either directly or indirectly through an obligation to indemnify to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any material tax or material penalty on prohibited transactions imposed under said Section 4975 of the Company's employees other than the plans set forth on SCHEDULE 2.15Code or under ERISA. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer Each employee pension benefit plan under described in the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are preceding sentence is in substantial compliance in all material respects with their terms and all applicable provisions of ERISA and the regulations issued thereunderCode, except for plan amendments required or permitted by such statutes as well as with all other to which applicable federalgrace periods for making such amendments have not expired, state and local statutes, ordinances and regulations. All accrued contribution obligations each of the Company with respect and the subsidiary has made, accrued or provided for all contributions heretofore required to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on be made by the balance sheet Company and the subsidiary and each of the Company as and the subsidiary has complied in all material respects with the continuation coverage requirements of Title X of the Balance Sheet DateConsolidated Omnibus Budget Act of 1985, as amended. All plans listed on SCHEDULE 2.15 that are intended to qualify (The execution and delivery of this Agreement and the "Qualified Plans") under Section 401(a) sale of the Internal Revenue Code Shares will not involve any prohibited transaction within the meaning of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency Section 406 of ERISA or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 Code. Neither the Company nor the subsidiary has any material "expected post-retirement benefit obligation" (within the meaning of ERISAFinancial Accounting Standards Board Statement No. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) 106). The consummation of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval transactions contemplated by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever this Agreement (including, but without limitation, the Use of Proceeds) will not limited toresult in any material payment (including, any liability without limitation, severance, golden parachute or other) becoming due from the Company to any multi employer plan employee of the Company or the PBGC under Title IV subsidiary as a consequence of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companytransaction.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on SCHEDULE 3.15, and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of or employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15employees. The Company is not now, and will cannot as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All To the knowledge of the Company and the Stockholders, all employee benefit plans listed on SCHEDULE 2.15 3.15 and the administration thereof are in substantial compliance in all material respects with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All Except as set forth on SCHEDULE 3.15, all accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 3.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 3.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are included as part of SCHEDULE 3.15. Except as disclosed on SCHEDULE 2.153.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies of the most recent copies provisions thereof are included as part of SCHEDULE 2.153.15. Neither To the Stockholderknowledge of the Company and the Stockholders, nor neither the Stockholders, any plan listed in SCHEDULE 2.15 3.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on in SCHEDULE 2.15 3.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on in SCHEDULE 2.15 3.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on in SCHEDULE 2.153.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any ADKITW\058095\007004 HOUSTON\790371.3 direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all As applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet each Benefit Plan, Seller has delivered to Buyer true and complete copies of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans"i) under Section 401(a) of the Internal Revenue Code of 1986each Benefit Plan, as amended (the "Code"), areincluding all amendments thereto, and have beenin the case of an unwritten Benefit Plan, so qualified a written description thereof, (ii) all trust documents, investment management contracts, custodial agreements and have been determined by insurance contracts relating thereto, (iii) the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15current summary plan description and each summary of material modifications thereof, (iv) the two (2) most recent annual reports (Form 5500 and all reports and other documents required to be schedules thereto) filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to , (v) the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; most recent Internal Revenue Service Determination Letter and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or each currently pending application to the Internal Revenue Service for any excise tax a Determination Letter, (vi) the two (2) most recent summary annual reports, actuarial reports, financial statements and trustee reports, and (vii) all records, notices and filings concerning (x) Internal Revenue Service or penaltyDepartment of Labor audits or investigations, (y) "prohibited transactions" within the meaning of Section 406 of ERISA or being subject to any statutory lien to secure payment Section 4975 of any such liabilitythe Internal Revenue Code and (z) "reportable events" within the meaning of Section 4043 of ERISA. The Benefit Plans are and have been maintained and administered in compliance with the requirements of ERISA and, where applicable, Paragraph 401 of the Code. There are no accumulated funding deficiencies as defined in Paragraph 302 of ERISA or Paragraph 412 of the Code, whether or not waived, with respect to the Benefit Plans. There is not now, nor has there been any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" prohibited transaction (as defined in Section 412(n)(6)(B) Paragraph 406 of ERISA or Paragraphs 503 or 4975 of the Code) that includes involving the CompanyBenefit Plans. There are no pending or, to the knowledge of Seller or Seller's Shareholders, threatened investigations or audits by governmental agencies or any claims by or on behalf of the Benefit Plans or by any employee of Seller alleging a breach or breaches of such plans, or fiduciary duties thereunder, violations of other applicable federal or state law with respect to the Benefit Plans or arising out of events relating to the employment of the employees of Seller, which could result in a monetary liability, or any material non-monetary liability, on the part of Seller under ERISA or any other law, nor, to the knowledge of Seller or Seller's Shareholders, is there any basis for such a claim.

of ERISA. The Neither the Company nor any of its subsidiaries has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on SCHEDULE 3.15, and neither the Company nor any of its subsidiaries is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of or employment of any employees of the Company's employees other than the plans Company or any of its subsidiaries. Except as set forth on SCHEDULE 2.15. The 3.15, the Company is does not nowcontribute to, and will not as a result of its past activities becomeparticipate in, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to otherwise have liability with respect to, any multi employer employee pension benefit plan covered under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 3.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations, and nothing has occurred that could subject the Company to liability under Section 409 or Section 502 of ERISA or Chapter 43 of Subtitle D or Section 6652 of the Code, or that has subjected or could subject any participant in or beneficiary of a plan to a tax under Section 4973 of the Code. There are no existing or, to the knowledge of the Company and the Stockholders, threatened lawsuits, claims or other controversies relating to any plan, other than claims for information or benefits in the normal course. All accrued contribution obligations obligations, premium payments and assessments of the Company or any of its subsidiaries with respect to any plan listed on SCHEDULE 2.15 3.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 3.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are included as part of SCHEDULE 3.15. Except as disclosed on SCHEDULE 2.153.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.153.15. Neither the StockholderStockholders, nor any plan listed in SCHEDULE 2.15 3.15 nor the Company (including the Company's subsidiaries) has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on in SCHEDULE 2.15 3.15 has incurred an "accumulated funding deficiency, " (as defined in Section 412(a) of the Code and Section 302(1) of ERISA); and the Company (including the Company's subsidiaries) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGCPension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on in SCHEDULE 2.15 3.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on in SCHEDULE 2.153.15; and the Company (including the Company's subsidiaries) has not incurred liability under Section 4062 of ERISA; . In the case of each Qualified Plan (other than a multiemployer plan) subject to Title IV of ERISA, the current fair market value of the assets of such plan equals or exceeds the present value of all benefit liabilities determined on a plan termination basis, and no circumstances exist pursuant in the case of each Qualified Plan subject to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA that is a multiemployer plan, the fair market value of assets equals or to exceeds the Internal Revenue Service present value of all vested benefits and, as of the date hereof, there are no unfunded vested benefits for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than which the Company is liable or would be liable in the event that is, or at any time was, the transactions contemplated by this Agreement would result in a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companywithdrawal from such plan.

of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of the Company's employees other than the plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to any multi employer employee pension benefit plan under the provisions of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All accrued contribution obligations of the Company as of the Balance Sheet Date with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributed, and the most recent copies thereof are included as part of SCHEDULE 2.15. Neither the StockholderStockholders, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the PBGC. There have been no terminations, partial terminations or discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; no plan listed on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been terminated; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15; the Company has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

of ERISA. The Company has not sponsored, maintained Sellers and all the affiliates of Sellers have paid and discharged promptly when due all liabilities and obligations arising under ERISA or contributed to any employee pension benefit plan and is not required to contribute to any retirement plan pursuant to the provisions Code of any collective bargaining agreement establishing a character that if unpaid or unperformed might result in the terms and conditions imposition of employment of a lien against any of the Company's employees Assets. For purposes of this Section 3.21 only, an "affiliate" of any person means any other than person that, together with such person, would be treated as a single employer under Section 414 of the Code. The only plans set forth on SCHEDULE 2.15. The Company is not now, and will not as a result of its past activities become, liable to the Pension Benefit Guaranty Corporation (the Schedule 3.21 which individually or collectively would constitute an "PBGC") or to any multi employer employee pension benefit plan under plan" as defined in Section 3(2) of ERISA are identified as such on Section 3.21. Such plans are referred to in this Section as the provisions "Pension Plans". (a) The Sellers have delivered to Triangle or Buyer or its representatives accurate and complete copies of Title IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 the Pension Plans as currently in effect (and the administration thereof are in substantial compliance with their terms related trust agreements) and all applicable provisions of ERISA and amendments thereto, the regulations issued thereundermost recent summary plan descriptions for such Plans, as well as with all other applicable federalthe three most recent annual reports (form 5500 or 5500C/R including, state and local statutesif applicable, ordinances and regulations. All accrued contribution obligations of the Company with respect to any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or are fully reflected on the balance sheet of the Company as of the Balance Sheet Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the "Qualified Plans"Schedule B thereto) under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified. Except as disclosed on SCHEDULE 2.15, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries have been timely filed or distributedthe IRS for such Plans, and the most recent copies thereof favorable IRS determination letters for such Plans (the dates of which are included set forth in Schedule 3.21). (b) Except to the extent that amendments may be required to be adopted as part of SCHEDULE 2.15. Neither the Stockholder, nor any plan listed in SCHEDULE 2.15 nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 a result of the Code or Section 406 Uniformed Services Employment and Reemployment Rights Act of ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; 1994 and the Company has not incurred any liability for excise tax or penalty due to Small Business Job Protection Act of 1996, the Internal Revenue Service or any liability to Sxxxxx Flooring, Inc. Profit Sharing Plan as amended and restated effective as of March 1, 1989 (the PBGC. There have been no terminations"Profit Sharing Plan"), partial terminations or discontinuance is a qualified plan within the meaning of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice as of the Closing Date and for prior plan years for which the statute of limitations has not expired (the "Open Period") and the trust forming a part thereof is exempt from taxes pursuant to and approval Section 501(a) of the Code for the Open Period. This representation does not extend to the qualifications of the Profit Sharing Plan either with respect to amendments that may be adopted by the Internal Revenue Service; Buyer subsequent to the Closing Date that may have an effective date prior to the Closing Date or to the operations of the Profit Sharing Plan subsequent to the Closing Data as such operations may impact the qualification of the Profit Sharing Plan for current plan year. With respect to the Open Period, nothing done or omitted to be done and no plan listed on SCHEDULE 2.15 transaction or holding of any asset under or in connection with the Sxxxxx Flooring, Inc. Profit Sharing Plan through the Closing Date has or will make Triangle or Buyer (or any affiliate thereof) or any director or officer thereof subject to the provisions of any liability under Title IV I of ERISA or liable for on behalf of the Profit Sharing Plan, or by an participant therein, alleging a breach or breaches of fiduciary duties or violations of ERISA or the Code which could result in liability on the part of Triangle or Buyer (or any affiliate thereof), its officers or directors or such Profit Sharing Plan, under ERISA or the Code and, to the best knowledge of Sellers, there is no basis for any such claim. The Profit Sharing Plan has been terminatedmaintained in substantial compliance with its terms and the requirements presented by ERISA and the Code. (c) Except to the extent that amendments may be required to be adopted as a result of the Uniformed Services Employment and Reemployment Rights Act of 1994 and the Small Business Job Protection Act of 1996, the Employees' Retirement Savings Plan as amended and restated effective as of November 1, 1989, (the "401(k) Plan") is a qualified plan within the meaning of Section 401(a) of the Code as of the Closing Date and prior plan years for which the statute of limitations has not expired, and, as such the plan assets being transferred (the "Transferred Assets") to the similar plan being established by Buyer are being transferred from a qualified plan. There are not threatened or pending claims by or on behalf of the Transferred Assets, or by any participant having an interest in the Transferred Assets, alleging a breach or breaches of fiduciary duties or violations of ERISA or the Code which could result in liability on the part of Triangle or Buyer (or any affiliate thereof), its officers or directors or such Transferred Assets under ERISA or the Code and, to the best knowledge of the Sellers, there is no basis for such claim. (d) Sellers have calculated and accrued all Compensation earned by all Employees under all Employment Arrangements relating to any Employees of the Business, including without limitation all plans and arrangements identified on Schedules 3.20 and 3.21, for all periods through and including the Closing Date (and for salaried Employees of Rxxxxxx, through and including March 31, 1997), except for the accrued Compensation under the Profit Sharing Plan for the period November 1, 1996 through the Closing Date, which shall be accrued in accordance with Section 6.5(e). All such Compensation has been calculated as required by the terms of said plans and arrangements, or if not fixed by the existing terms of the plans and arrangements, in a manner no less favorable to participants therein than the manner in which such Compensation was calculated during the fiscal year ended October 31, 1997. All such Compensation required to be paid prior to the Closing Date pursuant to Section 6.5 has been paid in full. 21 Environmental Matters. ( ) Except as disclosed on Schedule 3.22: ( ) to Sellers' knowledge, the Business and the Assets currently comply with Applicable Environmental Laws (as defined below); there (i) the Business and the Assets are not subject to any existing, pending, or to the knowledge of Sellers threatened, Proceeding under, or to any remedial obligations under, any Applicable Environmental Laws; (ii) all Permits, if any, required to be obtained by Sellers under any Applicable Environmental Laws in connection with any aspect of the Business, including without limitation those relating to the treatment, storage, disposal, or release of a hazardous material (as defined below), have been duly obtained and are in full force and effect, and Sellers are in material compliance with the terms and conditions of all such Permits; (iii) Sellers, with respect to the Business and the Assets, have at all times materially satisfied all Applicable Environmental Laws, and Sellers have not received any notice of noncompliance with any Applicable Environmental Laws; (iv) to Sellers' knowledge, there are no physical or environmental conditions existing on the Real Property or resulting from Sellers' operations or activities, past or present, at any location, that would give rise to any on-site (at the Real Property) or off-site (from the Real Property) remedial obligations under any Applicable Environmental Laws; (v) since the effective date of the relative requirements of Applicable Environmental Laws, all hazardous materials generated by Sellers in connection with the Business or the Assets have been transported only by carriers authorized under Applicable Environmental Laws to transport such materials, and have been disposed of only at treatment, storage, and disposal facilities authorized under Applicable Environmental Laws to treat, store, or dispose of such materials, and, to the knowledge of Sellers, such carriers and facilities have been and are operating in compliance with such authorizations and are not the subject of any existing, pending, or threatened Proceeding in connection with any Applicable Environmental Laws; (vi) to Sellers' knowledge, there has been no exposure of any person or property to hazardous materials in violation of Applicable Environmental Laws , nor has there been any release of hazardous materials into the environment in violation of Applicable Environmental Laws, by Sellers in connection with the Business or the Assets that could reasonably be expected to give rise to any claim for damages or compensation; and (vii) Sellers have made available to Triangle or Buyer all internal and external environmental audits and studies and all correspondence on substantial environmental matters in the possession of Sellers relating to the Business or the Assets; provided, that any privileged portion of such correspondence may have been redacted therefrom. (a) Irrespective of any other provision contained in this Agreement, all representations and warranties made by Sellers in this Agreement pertaining to hazardous materials, Applicable Environmental Laws, and any other environmental, health or safety matters are set forth solely in this Section 3.22. (b) For purposes of this Agreement: ( ) "reportable eventsApplicable Environmental Laws" means any and all Applicable Laws pertaining to health, safety, occupational safety, or the environment currently in effect in any and all jurisdictions in which Sellers have conducted the Business or owned or leased the Assets, including, without limitation, the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Rivers and Harbors Act of 1899, as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, any regulations promulgated under such laws and any state law and other environmental conservation or protection laws; and (i) "hazardous material" means (A) any substance that is now listed, defined, considered or classified as hazardous, toxic or a solid waste pursuant to any Applicable Environmental Laws, (B) petroleum (including crude oil and any fraction thereof), natural gas, and natural gas liquids, (C) asbestos and asbestos containing materials, in any form, whether friable or non-friable, and (D) radon gas. 22 Labor Relations. ( ) Except as disclosed on Schedule 3.23, with respect to the Business at the plants operated on the Real Property, (i) there are no collective bargaining agreements, labor union contracts or similar agreements applicable to any employee to or by which a Seller is a party or is bound, no such agreement or contract has been requested by any employee or group of employees of any Seller, and no discussions have occurred with respect thereto by the management of either Rxxxxxx or Sxxxxx with any such employee; (ii) no employee of any Seller is represented by any labor organization, collective bargaining representative, or group of employees; (iii) no labor organization, collective bargaining representative, or group of employees claims to represent a majority of the employees of any Seller in an appropriate unit of a Seller; (iv) no Seller is aware of or involved with any representational campaign or other organizing activities by any union or other organization or group seeking to become the collective bargaining representative of any of the employees of any Seller; (v) no Seller is obligated to bargain collectively with respect to wages, hours, and other terms and conditions of employment with any recognized or certified labor organization, collective bargaining representative, or group of employees representing employees of any Seller; and (vi) no Seller is aware of any strike, work stoppage, work slowdown, or lockout or any threat thereof, except for routine grievance matters, by or with respect to any employee of any Seller, and since November 1, 1994, there has been no significant labor dispute, strike, work stoppage, work slowdown, lockout, or similar matter involving any of the employees of any Seller. (a) With respect to the employees engaged in the Business, Sellers are in compliance with all Applicable Laws pertaining to employment and employment practices and wages, hours, and other terms and conditions of employment in respect of their employees and have no accrued liability for any arrears of wages or any Taxes or penalties for failure to comply with any thereof. With respect to the employees engaged in the Business, no Seller is engaged in any unfair labor practice or unlawful employment practice. There is no pending, or to the knowledge of Sellers threatened, Proceeding against or involving Sellers by or before, and Sellers are not subject to any judgment, order, writ, injunction, or decree of or inquiry from, the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Labor, or any other Governmental Entity in connection with any current, former, or prospective employee of any Seller. (b) Sellers, to their knowledge, believe that phrase their respective relations with the employees of the Business are satisfactory. 23 Customers and Suppliers. Set forth on Schedule 3.24 is defined a list of (i) the names of, and the dollar volume and percentage of products or services purchased by Sellers from, each Seller's 10 largest suppliers of products and services with respect to the Business (in Section 4043 terms of ERISApurchases) during each of the fiscal years ended October 31, 1995 and October 31, 1996, (ii) the dollar volume and percentage of sales by Sellers to each Seller's 25 largest customers of products and services with respect to the Business (in terms of sales) during each of such periods. Other than as set forth on Schedule 3.24, (i) none of such current customers or suppliers has refused, or communicated that it will or may refuse, to purchase or supply products or services from or to Sellers or has communicated that it will or may substantially reduce the amount of products or services that it is willing to purchase from or supply to Sellers, (ii) no Seller is past due (in accordance with the stated invoice terms) with respect to any such plan amounts owed to any of the suppliers listed or required to be listed on SCHEDULE 2.15; the Company Schedule 3.24, and (iii) there has not incurred liability under Section 4062 of ERISA; and no circumstances exist pursuant to which been any material adverse change in the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multi employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment business relationship of any such liability) Seller with respect any customer or supplier listed or required to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.be listed on Schedule 3.24. 24