(as that term is defined in Section 280G of the Code),
and is or will not become obligated (under any contract entered into on or
before the Closing Date) to make any such "parachute payments", that will not be
deductible under Section 280G of the Code (or any corresponding provision of
state, local or foreign law), (p) RESO has not been a United States real
property holding corporation within the meaning of Section 897(c)(2) of the Code
(or any 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 RESO does not
file Tax Returns that RESO is or may be subject to Taxes assessed by such
jurisdiction, (r) RESO 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 RESO for the past two (2) years have been
furnished or made available to THK, and (t) RESO 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,
17
THE DATE OF EMPLOYMENT AND A DESCRIPTION OF POSITION AND JOB FUNCTION OF EACH
CURRENT SALARIED EMPLOYEE, OFFICER, DIRECTOR, CONSULTANT OR AGENT OF RESO IS
ACCURATELY STATED IN THAT CERTAIN LETTER DATED THE DATE OF THIS AGREEMENT FROM
THE SHAREHOLDER TO GERARD M. JACOBS, THE PRESIDENT AND 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 RESO AND ANY
CURRENT OR FORMER STOCKHOLDER, OFFICER, DIRECTOR, EMPLOYEE OR CONSULTANT.
(C)
RESO IS NOT A PARTY TO ANY COLLECTIVE BARGAINING
AGREEMENT OR OTHER LABOR UNION CONTRACT APPLICABLE TO PERSONS EMPLOYED BY RESO
AND
(1)
THERE ARE NO CONTROVERSIES, STRIKES,
SLOWDOWNS OR WORK STOPPAGES PENDING OR, TO THE KNOWLEDGE OF RESO, THREATENED BY
ANY EMPLOYEE AGAINST RESO;
(2)
THERE ARE NO UNFAIR LABOR PRACTICE
COMPLAINTS PENDING AGAINST RESO BEFORE THE NATIONAL LABOR RELATIONS BOARD OR ANY
OTHER GOVERNMENTAL AUTHORITY OR INVOLVING ANY CURRENT OR FORMER EMPLOYEE OF
RESO;
(3)
RESO 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