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(3) Neither Protein nor any of the Subsidiaries (or any other
person under common control within the meaning of Section 4001(a)(14) of
ERISA) has incurred any liability to the Pension Benefit Guaranty
Corporation ("PBGC"), except for required premium payments, which
payments have been made when due. Neither Protein nor any of the
Subsidiaries (or any other person under common control within the meaning
of Section 4001(a)(14) of ERISA) has ceased operations at any facility or
withdrawn from a Pension Plan in a manner which could subject it to
material liability under Section 4062, 4063 or 4064 of ERISA, and no
events have occurred which might give rise to any liability of Protein or
any of the Subsidiaries (or any other person under common control within
the meaning of Section 4001(a)(14) of ERISA) to the PBGC under Title IV
of ERISA or which could reasonably be anticipated to result in any claims
being made against Buyer by the PBGC. Neither Protein nor any of the
Subsidiaries (or any other person under common control within the meaning
of Section 4001(a)(14) of ERISA) has incurred any withdrawal liability
(including any contingent or secondary withdrawal liability) within the
meaning of Sections 4201 and 4204 of ERISA to any Multiemployer Plan.
(4) Full payment has been made of all amounts which Protein or
any of the Subsidiaries is required under applicable law to make to any
Pension or Welfare Plan or any agreement relating to any Pension or
Welfare Plan, as a contribution to each Pension or Welfare Plan, as of
the last day of the most recent fiscal year of such Pension or Welfare
Plan ended prior to the date hereof, and no accumulated funding
deficiency (as defined in Section 302 of ERISA and Section 412 of the
Code), whether or not waived, exists with respect to any Pension Plan.
The Financial Statements reflect adequate provisions for reserves to meet
contributions relating to periods ended prior to October 1, 1994, which
have not been made because they were not yet due under the terms of any
Pension Plan or related agreements. There will be no change on or before
the Closing Date in the operation of any Pension or Welfare Plan or
documents under which any such Plan is maintained which will result in a
material increase in the benefit liabilities under such Plan.
(5) No Reportable Event (as such term is defined in Section 4043
of ERISA) for which the thirty (30) day notice requirement has not been
waived by the PBGC has occurred with respect to any Pension Plan other
than the transactions contemplated by this Agreement. To the best
knowledge of Zapata, neither Protein nor any of the Subsidiaries has
engaged in any transaction with respect to any Plan which would subject
Zapata, Protein or any of the Subsidiaries to a tax, penalty or liability
for prohibited transactions under ERISA or the Code. To the best
knowledge of Zapata, no director, officer or employee of Zapata, Protein
or any of the Subsidiaries, to the extent he is a fiduciary with respect
to any Pension or Welfare Plan, has breached any of his responsibilities
or obligations imposed upon fiduciaries under Title I of ERISA or which
would
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