IN SEC FILINGS AND EXCEPT
PROPERTIES, INTERESTS IN PROPERTIES AND ASSETS SOLD OR OTHERWISE DISPOSED OF
SINCE THE FINANCIAL STATEMENT DATE IN THE ORDINARY COURSE OF BUSINESS), OR WITH
RESPECT TO LEASED PROPERTIES AND ASSETS, VALID LEASEHOLD INTERESTS IN, FREE AND
CLEAR OF ALL MORTGAGES, LIENS, PLEDGES, CHARGES OR ENCUMBRANCES OF ANY KIND OR
CHARACTER, EXCEPT (I)
LIENS FOR CURRENT TAXES NOT YET DUE AND PAYABLE OR WHICH
ARE BEING CONTESTED BY THE COMPANY IN GOOD FAITH, (II) SUCH IMPERFECTIONS OF
TITLE, LIENS AND EASEMENTS AS DO NOT AND WILL NOT MATERIALLY DETRACT FROM OR
INTERFERE WITH THE USE OF THE PROPERTIES SUBJECT THERETO OR AFFECTED THEREBY, OR
OTHERWISE MATERIALLY IMPAIR BUSINESS OPERATIONS INVOLVING SUCH PROPERTIES, (III)
LIENS SECURING DEBT WHICH IS REFLECTED ON THE COMPANY FINANCIAL STATEMENTS, AND
(IV) ENCUMBRANCES LISTED ON SCHEDULE 3.19
HERETO.
THE PROPERTY AND EQUIPMENT
OF THE COMPANY THAT ARE USED IN THE OPERATIONS OF ITS BUSINESS ARE IN GOOD
OPERATING CONDITION SUBJECT TO NORMAL WEAR AND TEAR.
ALL MATERIAL PROPERTIES
USED IN THE OPERATIONS OF THE COMPANY ARE REFLECTED IN THE COMPANY FINANCIAL
STATEMENTS.
THE COMPANY OWNS NO REAL PROPERTY.
3.20
LABOR AGREEMENTS AND LABOR RELATIONS.
EXCEPT AS SET FORTH ON
SCHEDULE 3.20(A) HERETO, THE COMPANY HAS NO COLLECTIVE BARGAINING OR UNION
CONTRACTS OR AGREEMENTS. EXCEPT AS SET FORTH ON SCHEDULE 3.20(B) HERETO, THE
COMPANY IS IN COMPLIANCE WITH ALL APPLICABLE LAWS RESPECTING EMPLOYMENT AND
EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS,
AND IS NOT ENGAGED IN ANY UNFAIR LABOR PRACTICES; THERE ARE NO CHARGES OF
DISCRIMINATION OR UNFAIR LABOR PRACTICE CHARGES, OR COMPLAINTS AGAINST THE
COMPANY PENDING OR THREATENED BEFORE ANY GOVERNMENTAL OR REGULATORY AGENCY OR
AUTHORITY; AND, THERE IS NO MATERIAL LABOR STRIKE, DISPUTE, EMPLOYEE GRIEVANCE,
DISCIPLINARY ACTION, SLOWDOWN OR STOPPAGE ACTUALLY PENDING OR THREATENED AGAINST
OR AFFECTING THE COMPANY.
3.21
EMPLOYMENT ARRANGEMENTS.
EXCEPT AS SET FORTH ON SCHEDULE 3.21(A)
HERETO, THE COMPANY HAS NO EMPLOYMENT OR CONSULTING AGREEMENTS OR ARRANGEMENTS,
WRITTEN OR ORAL, WHICH ARE NOT TERMINABLE AT THE WILL OF THE COMPANY, OR ANY
PENSION, PROFIT-SHARING, OPTION, OTHER INCENTIVE PLAN, OR ANY OTHER TYPE OF
EMPLOYMENT BENEFIT PLAN AS DEFINED IN ERISA OR OTHERWISE, OR ANY OBLIGATION TO
OR CUSTOMARY ARRANGEMENT WITH EMPLOYEES FOR BONUSES, INCENTIVE COMPENSATION,
VACATIONS, SEVERANCE PAY, INSURANCE OR OTHER BENEFITS. EXCEPT AS SET FORTH ON
17
SCHEDULE 3.21(B) HERETO, NO EMPLOYEE OF THE COMPANY IS IN VIOLATION OF ANY
EMPLOYMENT AGREEMENT OR RESTRICTIVE COVENANT.
3.22
CONDUCT OF BUSINESS.
PRIOR TO THE CLOSING DATE, THE COMPANY SHALL
CONDUCT ITS BUSINESS IN THE NORMAL COURSE, AND SHALL NOT SELL, PLEDGE, OR ASSIGN
ANY ASSETS, WITHOUT THE PRIOR WRITTEN APPROVAL OF PARENT, EXCEPT IN THE REGULAR
COURSE OF BUSINESS. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE COMPANY SHALL NOT
AMEND ITS ARTICLES OF INCORPORATION OR BY-LAWS, DECLARE DIVIDENDS, REDEEM OR
SELL STOCK OR OTHER SECURITIES, ACQUIRE OR DISPOSE OF FIXED ASSETS, CHANGE
EMPLOYMENT TERMS, ENTER INTO ANY MATERIAL OR LONG-TERM CONTRACT, GUARANTEE
OBLIGATIONS OF ANY THIRD PARTY, SETTLE OR DISCHARGE ANY MATERIAL BALANCE SHEET
RECEIVABLE