(A)
SCHEDULE 3.12(A) LISTS (I) EACH CURRENT EMPLOYEE OF ANY COMPANY WHO
RECEIVED FROM THE COMPANIES DURING THE YEAR ENDED ON THE DATE OF THE INTERIM
BALANCE SHEET WAGES AND/OR CASH BONUSES IN EXCESS OF $50,000 IN THE AGGREGATE
AND (II) THE AMOUNT OF SUCH COMPENSATION.
(B)
NO COMPANY IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR OTHER
CONTRACT OR AGREEMENT WITH ANY LABOR ORGANIZATION OR OTHER COLLECTIVE BARGAINING
REPRESENTATIVE OF ANY OF THE EMPLOYEES OF ANY COMPANY.
EXCEPT AS SET FORTH ON
SCHEDULE 3.12(B), (I) EACH COMPANY IS IN COMPLIANCE WITH ALL LAWS RELATING TO
THE EMPLOYMENT OR THE WORKPLACE, INCLUDING PROVISIONS RELATING TO WAGES, HOURS,
COLLECTIVE BARGAINING, SAFETY AND HEALTH, WORK AUTHORIZATION, EQUAL EMPLOYMENT
OPPORTUNITY, IMMIGRATION, UNEMPLOYMENT COMPENSATION, WORKER'S COMPENSATION,
EMPLOYEE PRIVACY AND RIGHT TO KNOW AND SOCIAL SECURITY CONTRIBUTIONS, EXCEPT FOR
SUCH NONCOMPLIANCE THAT IN THE AGGREGATE IS NOT REASONABLY LIKELY TO HAVE A
COMPANY MATERIAL ADVERSE EFFECT; (II) THERE HAS NOT BEEN, THERE IS NOT PRESENTLY
PENDING OR EXISTING, AND TO THE
20
SELLERS' KNOWLEDGE THERE IS NOT THREATENED, ANY STRIKE, SLOWDOWN, PICKETING,
WORK STOPPAGE OR EMPLOYEE GRIEVANCE PROCESS INVOLVING ANY COMPANY; (III) TO THE
SELLERS' KNOWLEDGE, NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS THAT COULD
REASONABLY BE EXPECTED TO PROVIDE THE BASIS FOR ANY WORK STOPPAGE OR OTHER LABOR
DISPUTE BY EMPLOYEES OF ANY COMPANY; (IV)
OTHER THAN AS SET FORTH ON SCHEDULE
3.5, THERE IS NOT PENDING OR, TO THE SELLERS' KNOWLEDGE, THREATENED AGAINST OR
AFFECTING ANY COMPANY ANY PROCEEDING RELATING TO THE ALLEGED VIOLATION OF ANY
LAW PERTAINING TO LABOR RELATIONS OR EMPLOYMENT MATTERS, INCLUDING ANY CHARGE OR
COMPLAINT FILED WITH THE NATIONAL LABOR RELATIONS BOARD OR ANY COMPARABLE
GOVERNMENTAL ENTITY, AND TO SELLERS' KNOWLEDGE, THERE IS NO ORGANIZATIONAL
ACTIVITY OR OTHER LABOR DISPUTE INVOLVING EMPLOYEES OF ANY COMPANY; (V) THERE IS
NO LOCKOUT OF ANY EMPLOYEES BY ANY COMPANY, AND NO SUCH ACTION IS CONTEMPLATED
BY ANY COMPANY; AND (VIII) TO THE SELLERS' KNOWLEDGE, THERE HAS BEEN NO PENDING
CHARGE OF DISCRIMINATION FILED AGAINST OR THREATENED AGAINST ANY COMPANY WITH
THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR SIMILAR GOVERNMENTAL ENTITY.
SECTION 3.13.
Environmental Matters.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.13(A), THE COMPANIES HAVE COMPLIED IN
ALL MATERIAL RESPECTS WITH APPLICABLE ENVIRONMENTAL LAWS.
(B)
(I) EXCEPT AS SET FORTH ON SCHEDULE 3.13(B)(I), THE COMPANIES HAVE NOT
RECEIVED ANY WRITTEN NOTICES FROM ANY GOVERNMENTAL ENTITY OR ANY OTHER PERSON
ALLEGING THE VIOLATION OF ANY ENVIRONMENTAL LAW OR ANY LIABILITY OR POTENTIAL
RESPONSIBILITY UNDER ANY ENVIRONMENTAL LAW, OTHER THAN NOTICE OF ANY SUCH MATTER
THAT HAS BEEN RESOLVED, AND TO THE SELLERS' KNOWLEDGE, NO ACTION, INVESTIGATION,
COMPLAINT, SUIT OR PROCEEDING IS THREATENED AGAINST THE COMPANIES UNDER ANY
ENVIRONMENTAL LAW; AND (II) EXCEPT AS SET FORTH ON SCHEDULE 3.13(B)(II), THERE
ARE NO FACTS, CIRCUMSTANCES, OR CONDITIONS EXISTING, INITIATED OR OCCURRING
PRIOR TO CLOSING, WHICH HAVE OR WILL RESULT IN LIABILITY TO ANY COMPANY OR ANY
SELLER UNDER ENVIRONMENTAL LAW.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 3.13(C), THE COMPANIES ARE NOT THE SUBJECT