CompUSA 2014 Annual Report Download - page 153

(c)
Except as set forth in Schedule 3.19(c), with respect to each Employee Benefit Plan (i) all payments, contributions
and premiums to date have been paid in a timely fashion in accordance with the terms of each Employee Benefit Plan and applicable Law and all
amounts have been properly accrued to date as liabilities, including but not limited to any incurred but not reported (“IBNR”)
medical and dental
expenses, of each of the Companies which have not been paid have been properly recorded on the books of such Company; (ii) each Employee
Benefit Plan in all material respects has been administered in accordance with its terms and in compliance with all Laws, including for the U.S.
Companies ERISA and the Code and for C&H Productos the United Mexican States Social Security Institute (
Instituto Mexicano del Seguro
Social), the Mexican INFONAVIT (Instituto del Fondo Nacional de la Vivienda para los Trabajadores) and the Retirement Savings System
(Sistema de Ahorro para el Retiro-SAR)
dispositions; (iii) each such Employee Benefit Plan for the U.S. Companies which is intended to qualify
under Section 401 of the Code has received a favorable determination or opinion letter from the Internal Revenue Service with respect to such
qualification, its related trust has been determined to be exempt from Taxation under Section 501(a) of the Code, and nothing has occurred since
the date of such letter that has materially adversely affected such qualification or exemption; (iv) there are no actions, suits or claims pending
(other than routine claims for benefits) for which notice has been received with respect to any such Employee Benefit Plan or against the assets
of any such Employee Benefit Plan; (v) no accumulated funding deficiency, as defined in ERISA or the Code, or reportable event, as defined in
ERISA, currently exists with respect to any of the U.S. Companies; and (vi) any Employee Benefit Plan that is subject to section 409A of the
Code has been drafted and administered in accordance with section 409A.
(d)
Except as set forth in Schedule 3.19(d) and except for any Seller Employees, the consummation of the transactions
contemplated by this Agreement will not (i) entitle any current or former employee of any of the Companies to severance pay, unemployment
compensation or any other payment or benefit or enhanced benefit from such Company, except as expressly provided in this Agreement; (ii)
accelerate the time of payment or vesting, or increase the amount of compensation or benefits due from any of the Companies to any such
employee or former employee (other than any Seller Employee); (iii) result in any prohibited transaction for any of the U.S. Companies which is
described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available; or (iv) result in any Employee Benefit
Plan becoming terminable other than at the sole discretion of any of the Companies.
(e) Except as set forth in Schedule 3.19(e), no Company has liability for post-employment or post-
retirement benefits,
including but not limited to life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for
health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA and at no expense to such Company.
(f)
To the Knowledge of the Seller, there have been no breaches of any fiduciary duty owed to any member, former
member or their beneficiaries in respect of any Employee Benefit Plan.
3.20 Environmental Matters.
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