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This excerpt taken from the DASTY 20-F filed Jun 30, 2006. IRS”); the three most recently filed Form 5500 Series annual reports, together with all schedules, attachments, and related opinions; and any correspondence from or to the IRS, the Department of Labor, or other government department or agency relating to an audit or penalty assessment or to requested relief from any
liability or penalty relating to any Plan.
(b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, each Plan has been administered in all material respects in compliance with its terms and with applicable law, including the Code. Without limiting the generality of the foregoing, to the Knowledge of the Company and its Subsidiaries, (i) no non-exempt “prohibited transaction” as defined in Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Plan subject to ERISA, and (ii) no event has occurred nor does any fact exist that could reasonably be expected to give rise to a liability under Title I or Title IV of ERISA, or to an excise tax under Chapter 43 of the Code, with respect to any Plan. Each Plan that is intended to qualify under Section 401(a) of the Code et seq. has received from the IRS a determination letter or opinion so stating; and there are no facts that could reasonably be expected to have an adverse effect on such qualification. (c) Neither the Company nor any of its Subsidiaries maintains or contributes to, or has ever maintained or been required to contribute to, any single employer plan (as such term is defined in Section 4001(b) of ERISA) subject to Title IV of ERISA or any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA), nor has any of them incurred any liability, including, without limitation, withdrawal liability, with respect to any such plan. (d) No Plan is funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. (e) Except as set forth in Section 3.13(e) of the Disclosure Schedule, the Company has made or will accrue prior to the Closing Date all payments and
-18- contributions (including, without limitation, insurance premiums) due and payable as of the Closing Date to each Plan as required to be made under the terms of such Plan and applicable law. (f) There are no actions, suits, arbitrations or claims (other than routine claims for benefits by employees or by beneficiaries or dependents of such employees arising in the normal course of operation of a Plan) pending, or to the Knowledge of the Company and its Subsidiaries, threatened, with respect to any Plan or any fiduciary or sponsor of a Plan with respect to their duties under such Plan or the assets of any trust under any such Plan. (g) The Company and its Subsidiaries have complied in all material respects with the health care continuation requirements of Section 601 et. seq. of ERISA with respect to employees and their spouses, former spouses and dependents. (h) Neither the Company nor any of its Subsidiaries has any obligations under any Plan to provide post-retirement medical or other welfare benefits to any employee or any former employee of the Company or any of its Subsidiaries or to any other person, other than statutory liability for providing group health plan continuation coverage under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code or under applicable state law. (i) Except for the satisfaction of such advance notice periods as may be imposed by law, each Plan (other than individual agreements) may be terminated, suspended, amended and/or curtailed at any time, as to the continuation or accrual of future benefits, without the consent of any participant or beneficiary. (j) Without limiting the generality of (b) through (i) above, with respect to each Plan that is subject to the laws of a jurisdiction other than the United States (whether or not United States law also applies) (a “ |
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