PURPORTS TO LIMIT THE ABILITY OF SUCH OFFICER,
38
DIRECTOR, EMPLOYEE, OR CONTRACTOR TO ENGAGE IN OR CONTINUE OR PERFORM ANY
CONDUCT, ACTIVITY, DUTIES OR PRACTICE.
TO THE SELLERS' KNOWLEDGE, NO EXECUTIVE
OR MANAGERIAL EMPLOYEE OF THE CORPORATIONS IS A PARTY TO, OR IS OTHERWISE BOUND
BY, ANY CONTRACT THAT IN ANY WAY ADVERSELY AFFECTED, AFFECTS, OR WILL AFFECT THE
ABILITY OF THE CORPORATIONS OR THE BUYER TO CONDUCT THE BUSINESS AS HERETOFORE
CARRIED ON BY THE CORPORATIONS.
(F)
EXCEPT AS DISCLOSED IN SCHEDULE 4.28(F),
THE CORPORATIONS HAVE NOT, SINCE DECEMBER 31, 2004, DIRECTLY OR INDIRECTLY, MADE
ANY INCREASE IN THE COMPENSATION OR OTHER BENEFITS PAYABLE OR TO BECOME PAYABLE
TO THEIR EMPLOYEES OR ANY OF THEM, OTHER THAN GENERAL SALARY INCREASES IN THE
ORDINARY COURSE OF BUSINESS, CONSISTENT WITH PAST PRACTICE, OR ANY INCREASE IN
THE COMPENSATION OR OTHER BENEFITS PAYABLE OR TO BECOME PAYABLE TO ANY OFFICER
OR DIRECTOR OR ANY INCREASE IN THE BENEFITS PROVIDED UNDER ANY OF ITS PENSION
PLANS OR OTHER EMPLOYEE BENEFIT PLANS.
(G)
EXCEPT AS SET OUT IN SCHEDULE 4.28(G) OR AS
OTHERWISE DESCRIBED IN ANY MANNER IN SECTION 4.15, THE CORPORATIONS ARE NOT A
PARTY TO AND ARE NOT BOUND BY ANY:
(I)
CONTRACT OR COLLECTIVE AGREEMENT WITH OR
COMMITMENT TO ANY LABOUR UNION OR EMPLOYEE ASSOCIATION AND THE CORPORATIONS HAVE
NOT CONDUCTED NEGOTIATIONS WITH RESPECT TO ANY FUTURE SUCH CONTRACTS OR
COMMITMENTS AND THERE ARE NO CURRENT OR THREATENED ATTEMPTS TO ORGANIZE OR
ESTABLISH ANY LABOUR UNION OR EMPLOYEE ASSOCIATION WITH RESPECT TO THE
CORPORATIONS, AND NO TRADE UNION, COUNCIL OF TRADE UNIONS, EMPLOYEE BARGAINING
AGENCY OR AFFILIATED BARGAINING AGENT:
(A)
HOLDS BARGAINING RIGHTS WITH RESPECT TO ANY OF
THE EMPLOYEES OF THE CORPORATIONS BY WAY OF CERTIFICATION, INTERIM
CERTIFICATION, VOLUNTARY RECOGNITION, DESIGNATION OR SUCCESSOR RIGHTS;
(B)
HAS APPLIED TO BE CERTIFIED AS THE BARGAINING
AGENT OF ANY OF THE EMPLOYEES OF THE CORPORATIONS; OR
(C)
HAS APPLIED TO HAVE EITHER CORPORATION
DECLARED A RELATED EMPLOYER PURSUANT TO THE LABOUR RELATIONS CODE (ALBERTA);
(II)
BONUS, PENSION, PROFIT SHARING, DEFERRED
COMPENSATION, RETIREMENT, HOSPITALIZATION, DISABILITY, INSURANCE OR SIMILAR PLAN
OR PRACTICE, FORMAL OR INFORMAL, OR POLICY WITH RESPECT TO ANY OF THEIR
EMPLOYEES OR OTHERS, OTHER THAN THE CANADA PENSION PLAN, THE ALBERTA HEALTH CARE
INSURANCE PLAN AND OTHER SIMILAR HEALTH PLANS ESTABLISHED AND ADMINISTERED BY
ANY OTHER JURISDICTION (FOREIGN OR DOMESTIC) AND WORKERS' COMPENSATION INSURANCE
PROVIDED PURSUANT TO STATUTE.
(H)
THERE ARE NO PROCEEDINGS WITH RESPECT TO
EITHER CORPORATION UNDER THE LABOUR RELATIONS CODE (ALBERTA) OR ANY OTHER
SIMILAR LEGISLATION IN OTHER JURISDICTION (FOREIGN OR DOMESTIC), NOR ARE THERE
ANY LABOUR DISPUTES, GRIEVANCES, STRIKES OR LOCKOUTS, CURRENT, PENDING OR, TO
THE KNOWLEDGE OF THE CORPORATIONS OR THE SELLERS, THREATENED.
39
(I)
TO THE KNOWLEDGE OF THE CORPORATIONS OR
THE SELLERS, THERE ARE NO ALLEGATIONS WITH RESPECT TO EITHER CORPORATION OF
UNFAIR LABOUR PRACTICES OR COMPLAINTS UNDER THE EMPLOYMENT STANDARDS CODE, THE
HUMAN RIGHTS, CITIZENSHIP AND MULTICULTURALISM ACT, (ALBERTA) THE WORKERS'
COMPENSATION ACT (ALBERTA) OR THE LABOUR RELATIONS CODE (ALBERTA) OR