Form Apa - Asset Purchase Agreement Page 18
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461
(iii)
"ERISA" shall mean the Employee Retirement Income
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Security Act of 1974, as amended, and any lawful rules and regulations promulgated
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thereunder.
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(iv)
"ERISA Affiliate" shall mean any entity which is (or at
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any relevant time was) a member of a "controlled group of corporations" with, under
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"common control" with Seller as defined in Section 414(b) or (c) of the Code.
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(v)
"Multiemployer Plan" shall mean any "multiemployer
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plan," as defined in Section 4001(a)(3) of ERISA, (A) which Seller maintains,
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administers, contributes to or is required to contribute to (B) which covers any Sales
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Employees (with respect to their relationship with Seller).
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(vi)
"PBGC" shall mean the Pension Benefit Guaranty
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Corporation.
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(vii)
"Pension Plan" shall mean any "employee pension
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benefit plan" defined in Section 3(2) of ERISA (other than a Multiemployer Plan) (A)
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which Seller or any ERISA Affiliate maintains, administers, contributes to or is required
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to contribute to and (B) which covers any Sales Employees (with respect to their
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relationship with Seller).
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(viii)
"Welfare Benefit Plan" shall mean any "employee
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welfare benefit plan" as defined in Section 3(1) of ERISA, (A) which Seller or any
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ERISA Affiliate maintains, administers, contributes to or is required to contribute to and
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(B) which covers any Sales Employees (with respect to their relationship with Seller).
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(b)
Disclosure; Delivery of Copies of Relevant Documents and Other
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Information.
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Schedule 4.16 contains a complete list of Employee Plans. True and
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complete copies of each Welfare Benefit Plan providing medical benefits to Sales
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Employees and all amendments thereto have been delivered by Seller to Buyer.
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(c)
Representations.
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Except as set forth in Schedule 4.16, Seller represents and warrants as
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follows:
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(i)
Pension Plans.
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(A)
No "accumulated funding deficiency" (for which an
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excise tax is due or would be due in the absence of a waiver) as defined in Section 412 of
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the Code or as defined in Section 302(a)(2) of ERISA, whichever may apply, exists with
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respect to any Pension Plan, whether or not waived.
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(B)
Seller is not required to provide security to a
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Pension Plan under Section 401(a)(29) of the Code.
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