THAT ARE
REQUIRED FOR THE CONDUCT OF THE DISTRIBUTION BUSINESS (EXCLUDING THE ISRAEL
DISTRIBUTION BUSINESS) AND METRON
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has conducted the Distribution Business in compliance with all material terms
and conditions of the Permits.
(I)
EMPLOYEES.
AS OF THE CLOSING DATE, THE TRANSFERRED EMPLOYEES
SET FORTH ON SCHEDULE 6.1 HERETO, AS SUCH LIST IS UPDATED BY METRON FROM TIME TO
TIME IN ACCORDANCE WITH SECTION 6.1, SHALL BE EMPLOYED BY METRON AND THE METRON
SELLING AFFILIATES IN CONNECTION WITH THE DISTRIBUTION BUSINESS.
NEITHER METRON
NOR ANY METRON SELLING AFFILIATES HAS AS OF THE EFFECTIVE DATE AND WILL HAVE AS
OF THE CLOSING DATE OFFERED ANY CONTRACT OF EMPLOYMENT, CONSULTING CONTRACT OR
OTHER CONTRACT FOR SERVICES TO ANY OF THE TRANSFERRED EMPLOYEES.
METRON HAS NOT
OFFERED, PROMISED OR AGREED TO AT ANY TIME AFTER THE EFFECTIVE DATE AMEND ANY OF
THE TERMS AND CONDITIONS OF EMPLOYMENT OF THE TRANSFERRED EMPLOYEES, WHETHER IN
WRITING OR ORALLY, INCLUDING TERMS RELATING TO SALARIES, BONUSES, COMMISSIONS,
JOB DESCRIPTION OR LOCATION.
SCHEDULE 6.1 SETS FORTH A COMPLETE AND ACCURATE
LIST OF ALL OF THE TRANSFERRED EMPLOYEES INCLUDING THEIR JOB TITLE, COUNTRY OF
RESIDENCE AND METRON AFFILIATE WHICH IS SUCH EMPLOYEE'S EMPLOYER.
AS OF THE
CLOSING, SCHEDULE 6.1, AS UPDATED IN ACCORDANCE WITH SECTION 6.1, WILL ALSO SET
FORTH, FOR EACH TRANSFERRED EMPLOYEE, A COMPLETE AND ACCURATE SUMMARY OF THE
EMPLOYMENT TERMS FOR EACH SUCH EMPLOYEE, INCLUDING SALARY, BONUS AND COMMISSION
ARRANGEMENTS, NOTICE ENTITLEMENT, DATE OF BIRTH AND LENGTH OF SERVICE.
AS OF
THE CLOSING DATE, METRON WILL HAVE DISCHARGED ALL OBLIGATIONS OWED TO THE
TRANSFERRED EMPLOYEES, INCLUDING THE PAYMENT OF ALL SALARIES ACCRUED AND OWING
TOGETHER WITH ALL EXPENSE CLAIMS, VACATION PAY, SICK PAY, BONUSES, COMMISSIONS
AND THE LIKE.
(J)
EMPLOYEE BENEFITS.
SCHEDULE 9.1(J)
SETS FORTH A COMPLETE AND
ACCURATE LIST OF ALL MATERIAL EMPLOYEE BENEFITS (OTHER THAN EMPLOYEE BENEFIT
PLANS AND ARRANGEMENTS THAT ARE IMPOSED BY STATUTE) PROVIDED TO EMPLOYEES BY THE
METRON AFFILIATES IN EACH OF THE JURISDICTIONS WHERE TRANSFERRED EMPLOYEES ARE
EMPLOYED.
AS OF THE CLOSING, SCHEDULE 9.1(J), AS UPDATED IN ACCORDANCE WITH
SECTION 6.1, WILL ALSO SET FORTH, ALL EMPLOYEE BENEFIT PLANS OR ARRANGEMENTS IN
WHICH THE TRANSFERRED EMPLOYEES ARE ENTITLED TO PARTICIPATE OR WHICH APPLY TO
THE TRANSFERRED EMPLOYEES (OTHER THAN EMPLOYEE BENEFIT PLANS AND ARRANGEMENT
THAT ARE IMPOSED BY STATUTE).
METRON HAS NOT PROPOSED
AND IS NOT PROPOSING TO
INTRODUCE ANY BONUS, PROFIT SHARING, STOCK OPTION, STOCK INCENTIVE, PENSION
PLAN, ANNUITY OR LIKE FORM OF BENEFIT PLAN FOR THE TRANSFERRED EMPLOYEES.
(K)
STATUTORY OBLIGATIONS.
METRON HAS COMPLIED WITH ALL STATUTORY
AND REGULATORY OBLIGATIONS IN ALL COUNTRIES IN WHICH THE DISTRIBUTION BUSINESS
IS OPERATED WITH RESPECT TO INCOME TAX WITHHOLDING AND SOCIAL SECURITY OR
NATIONAL INSURANCE DEDUCTIONS WITH RESPECT TO THE TRANSFERRED EMPLOYEES AND HAS
DEDUCTED AND PAID ALL REQUISITE AMOUNTS TO THE RELEVANT TAX AUTHORITIES IN
ACCORDANCE WITH SUCH STATUTORY OR REGULATORY OBLIGATIONS UP TO AND INCLUDING THE
CLOSING DATE.
(L)
INSURANCE.
METRON HAS AT ALL TIMES DURING THE TERM OF THE
DISTRIBUTION AGREEMENTS MAINTAINED THE INSURANCE POLICIES REQUIRED