corresponding provision of state, local or foreign law) during the
applicable period specified in Section 897(c)(1)(a)(ii) of the Code (or any
corresponding provision of state, local or foreign law), (q) no claim has ever
been made in writing by a taxing authority in a jurisdiction where Morex does
not file Tax Returns that Morex is or may be subject to Taxes assessed by such
jurisdiction, (r) Morex does not have any physical presence in any foreign
country, as defined in the relevant tax treaty between the United States of
America and such foreign country, (s) true, correct and complete copies of all
income and sales Tax Returns filed by or with respect to Morex for the past two
(2) years have been furnished or made available to THK, and (t) Morex will not
be subject to any Taxes pursuant to Section 1374 or Section 1375 of the Code (or
any corresponding provision of state, local or foreign law) with respect to the
transactions contemplated by this Agreement.
4.16
Labor Matters.
(A)
THE NAME, PLACE OF EMPLOYMENT, THE CURRENT ANNUAL SALARY RATES,
BONUSES, DEFERRED OR CONTINGENT COMPENSATION, PENSION, ACCRUED VACATION, "GOLDEN
PARACHUTE" AND OTHER LIKE BENEFITS PAID OR PAYABLE (IN CASH OR OTHERWISE) IN
2004 AND 2005, THE DATE OF EMPLOYMENT AND A DESCRIPTION OF POSITION AND JOB
FUNCTION OF EACH CURRENT SALARIED EMPLOYEE, OFFICER, DIRECTOR, CONSULTANT OR
AGENT OF MOREX IS ACCURATELY STATED IN THAT CERTAIN LETTER DATED THE DATE OF
THIS AGREEMENT FROM LE TO GERARD M. JACOBS, THE CHIEF EXECUTIVE OFFICER OF THK
(THE "EMPLOYEE SALARIES LETTER").
(B)
NO EMPLOYMENT, CONSULTING, SEVERANCE PAY, CONTINUATION PAY,
TERMINATION OR INDEMNIFICATION AGREEMENTS OR OTHER SIMILAR AGREEMENTS OF ANY
NATURE (WHETHER IN WRITING OR ORAL) EXIST BETWEEN MOREX AND ANY CURRENT OR
FORMER STOCKHOLDER, OFFICER, DIRECTOR, EMPLOYEE OR CONSULTANT.
(C)
MOREX IS NOT A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR
OTHER LABOR UNION CONTRACT APPLICABLE TO PERSONS EMPLOYED BY MOREX AND
(1)
THERE ARE NO CONTROVERSIES, STRIKES, SLOWDOWNS OR WORK
STOPPAGES PENDING OR, TO THE KNOWLEDGE OF MOREX, THREATENED BY ANY EMPLOYEE
AGAINST MOREX;
(2)
THERE ARE NO UNFAIR LABOR PRACTICE COMPLAINTS PENDING AGAINST
MOREX BEFORE THE NATIONAL LABOR RELATIONS BOARD OR ANY OTHER GOVERNMENTAL
AUTHORITY OR INVOLVING ANY CURRENT OR FORMER EMPLOYEE OF MOREX;
(3)
MOREX HAS COMPLIED WITH ALL APPLICABLE LAWS RELATING TO THE
EMPLOYMENT OF LABOR, INCLUDING THOSE RELATED TO WAGES, HOURS, COLLECTIVE
BARGAINING AND THE PAYMENT AND WITHHOLDING OF TAXES AND OTHER SUMS AS REQUIRED
BY ANY GOVERNMENTAL AUTHORITY AND HAVE WITHHELD AND PAID TO ANY APPROPRIATE
GOVERNMENTAL AUTHORITY, OR ARE HOLDING FOR PAYMENT NOT YET DUE TO SUCH
GOVERNMENTAL AUTHORITY, ALL AMOUNTS REQUIRED TO BE WITHHELD FROM EMPLOYEES OF
MOREX AND ARE NOT LIABLE FOR ANY ARREARS OF WAGES, TAXES, PENALTIES OR OTHER
SUMS FOR FAILURE TO COMPLY WITH ANY OF THE FOREGOING;
(4)
MOREX HAS PAID IN FULL TO ALL ITS EMPLOYEES, OR ADEQUATELY ACCRUED
FOR IN ACCORDANCE WITH GAAP, ALL WAGES, SALARIES, COMMISSIONS, BONUSES, BENEFITS
AND OTHER
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COMPENSATION DUE TO OR ON