AND OTHER
PERMISSIONS UNDER INTANGIBLE RIGHTS OF THIRD PARTIES NECESSARY TO CONDUCT THEIR
BUSINESSES AS HERETOFORE CONDUCTED BY THEM, AND NOW BEING CONDUCTED BY THEM, AND
AS EXPECTED TO BE CONDUCTED, AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
IS OR HAS BEEN IN BREACH OF ANY SUCH LICENSE OR OTHER PERMISSION.
(22)
LABOR, EMPLOYMENT AND BENEFIT MATTERS.
(A)
THERE ARE NO EXISTING, OR TO THE BEST OF
THE COMPANY'S KNOWLEDGE, THREATENED STRIKES OR OTHER LABOR DISPUTES AGAINST THE
COMPANY OR ANY OF ITS SUBSIDIARIES.
EXCEPT AS SET FORTH IN THE SEC REPORTS,
THERE IS NO ORGANIZING ACTIVITY INVOLVING EMPLOYEES OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES PENDING OR, TO THE COMPANY'S OR ITS SUBSIDIARIES' KNOWLEDGE,
THREATENED BY ANY LABOR UNION OR GROUP OF EMPLOYEES.
THERE ARE NO
REPRESENTATION PROCEEDINGS PENDING OR, TO THE COMPANY'S OR ITS SUBSIDIARIES'
KNOWLEDGE, THREATENED WITH THE NATIONAL LABOR RELATIONS BOARD, AND NO LABOR
ORGANIZATION OR GROUP OF EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES HAS MADE A
PENDING DEMAND FOR RECOGNITION.
(B)
EXCEPT AS SET FORTH IN THE SEC REPORTS,
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS, OR DURING THE FIVE YEARS
PRECEDING THE DATE OF THIS AGREEMENT WAS, A PARTY TO ANY LABOR OR COLLECTIVE
BARGAINING AGREEMENT AND THERE ARE NO LABOR OR COLLECTIVE BARGAINING AGREEMENTS
WHICH PERTAIN TO EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES.
(C)
EACH EMPLOYEE BENEFIT PLAN IS IN COMPLIANCE
WITH ALL APPLICABLE LAW.
(D)
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ANY LIABILITIES, CONTINGENT OR OTHERWISE, INCLUDING WITHOUT
LIMITATION, LIABILITIES FOR RETIREE HEALTH, RETIREE LIFE, SEVERANCE OR
RETIREMENT BENEFITS, WHICH ARE NOT FULLY REFLECTED, TO THE EXTENT REQUIRED BY
GAAP, ON THE BALANCE SHEET CONTAINED IN THE COMPANY'S FORM 10-QSB FOR THE FISCAL
QUARTER ENDED DECEMBER 31, 2004 OR FULLY FUNDED.
THE TERM "LIABILITIES" USED IN
THE PRECEDING SENTENCE SHALL BE CALCULATED IN ACCORDANCE WITH REASONABLE
ACTUARIAL ASSUMPTIONS.
11
(E)
NONE OF THE COMPANY NOR ANY OF ITS
SUBSIDIARIES (I) HAS TERMINATED ANY "EMPLOYEE PENSION BENEFIT PLAN" AS DEFINED
IN SECTION 3(2) OF ERISA (AS DEFINED BELOW) UNDER CIRCUMSTANCES THAT PRESENT A
MATERIAL RISK OF THE COMPANY OR ANY OF ITS SUBSIDIARIES INCURRING ANY LIABILITY
OR OBLIGATION THAT WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT,
OR (II) HAS INCURRED OR EXPECTS TO INCUR ANY OUTSTANDING LIABILITY UNDER TITLE
IV OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED AND ALL
RULES AND REGULATIONS PROMULGATED THEREUNDER ("ERISA").
(23)
COMPLIANCE WITH LAW.
THE COMPANY IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS.
THE COMPANY HAS
NOT RECEIVED ANY NOTICE OF, NOR DOES THE COMPANY HAVE ANY KNOWLEDGE OF, ANY
MATERIAL VIOLATION (OR OF ANY INVESTIGATION, INSPECTION, AUDIT OR OTHER
PROCEEDING BY ANY GOVERNMENTAL ENTITY INVOLVING ALLEGATIONS OF ANY VIOLATION) OF
ANY APPLICABLE LAW INVOLVING OR RELATED TO THE COMPANY WHICH HAS NOT BEEN
DISMISSED OR OTHERWISE DISPOSED OF.
THE COMPANY HAS NOT RECEIVED NOTICE OR
OTHERWISE HAS ANY KNOWLEDGE THAT THE COMPANY IS CHARGED WITH,