TAX RETURN.
EACH SELLER HAS WITHHELD AND PAID ALL TAXES REQUIRED TO HAVE
BEEN WITHHELD AND PAID IN CONNECTION WITH AMOUNTS PAID OR OWING TO ANY EMPLOYEE,
INDEPENDENT CONTRACTOR, CREDITOR, STOCKHOLDER, OR OTHER THIRD PARTY, AND ALL
FORMS W-2 AND 1099 REQUIRED WITH RESPECT THERETO HAVE BEEN PROPERLY COMPLETED
AND TIMELY FILED. THERE ARE NO ENCUMBRANCES (OTHER THAN PERMITTED ENCUMBRANCES)
ON ANY OF THE ASSETS OF EITHER SELLER THAT AROSE IN CONNECTION WITH THE FAILURE
(OR ALLEGED FAILURE) TO PAY ANY TAX.
(B)
THERE IS NO MATERIAL DISPUTE OR CLAIM CONCERNING ANY TAX LIABILITY OF
EITHER SELLER EITHER (I) CLAIMED OR RAISED BY ANY AUTHORITY IN WRITING OR
(II) AS TO WHICH ANY OF THE OFFICERS OR MANAGERS OF SUCH SELLER HAS KNOWLEDGE
BASED UPON PERSONAL CONTACT WITH ANY AGENT OF SUCH AUTHORITY.
28
(C)
SCHEDULE 4.10 LISTS ALL FEDERAL, STATE, LOCAL, AND FOREIGN TAX RETURNS
FILED BY OR ON BEHALF OF EACH SELLER FOR TAXABLE PERIODS ENDED ON OR AFTER
DECEMBER 31, 2003, INDICATES THOSE TAX RETURNS THAT HAVE BEEN AUDITED, AND
INDICATES THOSE TAX RETURNS THAT CURRENTLY ARE THE SUBJECT OF AUDIT.
NEITHER
SELLER HAS WAIVED ANY STATUTE OF LIMITATIONS IN RESPECT OF TAXES OR AGREED TO
ANY EXTENSION OF TIME WITH RESPECT TO A TAX ASSESSMENT OR DEFICIENCY.
(D)
THE ASSUMED LIABILITIES DO NOT INCLUDE ANY OBLIGATIONS THAT WILL NOT BE
DEDUCTIBLE UNDER CODE §280G.
NEITHER SELLER
HAS ANY LIABILITY FOR THE TAXES OF
ANY OTHER PERSON AS A TRANSFEREE OR SUCCESSOR, BY CONTRACT, OR OTHERWISE.
4.11
Labor Relations; Compliance.
(A)
THE SELLERS HAVE COMPLIED AND ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS RELATING TO THE EMPLOYMENT OF LABOR.
EXCEPT AS SET
FORTH ON SCHEDULE 4.11, THERE ARE NO PROCEEDINGS PENDING OR, TO EACH SELLER'S
KNOWLEDGE, THREATENED AGAINST EITHER SELLER WITH RESPECT TO OR BY ANY EMPLOYEE
OR FORMER EMPLOYEE (OR REPRESENTATIVES THEREOF) OF THE BUSINESSES AND, TO EACH
SELLER'S KNOWLEDGE, THERE ARE NO PROCEEDINGS PENDING OR THREATENED AGAINST ANY
EMPLOYEES OR FORMER EMPLOYEE OF THE BUSINESSES.
NEITHER SELLER HAS ENGAGED IN
ANY UNFAIR LABOR PRACTICES.
(B)
NEITHER SELLER IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR
RELATIONSHIP WITH ANY LABOR ORGANIZATION, AND, TO EACH SELLER'S KNOWLEDGE, THERE
ARE NO ORGANIZATIONAL EFFORTS PRESENTLY MADE OR THREATENED BY OR ON BEHALF OF
ANY LABOR UNION WITH RESPECT TO THE EMPLOYEES OF THE BUSINESSES.
WITHIN THE
LAST THREE (3) YEARS, NEITHER SELLER HAS EXPERIENCED ANY UNION ORGANIZATION
ATTEMPTS, STRIKES, WORK STOPPAGES, SLOWDOWNS, GRIEVANCES, CLAIMS OF UNFAIR LABOR
PRACTICES OR OTHER COLLECTIVE BARGAINING DISPUTES, AND NONE ARE UNDERWAY OR, TO
EACH SELLER'S KNOWLEDGE, THREATENED.
(C)
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, ANY NOTICE REQUIRED
UNDER ANY LAW OR COLLECTIVE BARGAINING AGREEMENT HAS BEEN OR PRIOR TO CLOSING
WILL BE GIVEN, AND ALL BARGAINING OBLIGATIONS WITH ANY EMPLOYEE REPRESENTATIVE
HAVE BEEN OR PRIOR TO CLOSING WILL BE SATISFIED.
NEITHER SELLER HAS IMPLEMENTED
ANY PLANT CLOSING OR LAYOFF OF EMPLOYEES THAT COULD IMPLICATE THE WARN ACT, AND
NO SUCH ACTION WILL BE IMPLEMENTED WITHOUT ADVANCE