FOR THE RESPECTIVE PERIODS COVERED BY THE
FINANCIAL STATEMENTS.
BETWEEN THE BALANCE SHEET DATE AND THE EFFECTIVE DATE, NO
EVENT OR CHANGE HAS OCCURRED THAT WOULD OR WOULD REASONABLY BE EXPECTED TO GIVE
RISE TO A MATERIAL ADVERSE EFFECT IN RESPECT OF THE BUSINESS.
6.1.10
EMPLOYEES.
SELLER HAS PREVIOUSLY PROVIDED TO BUYER THE FOLLOWING
INFORMATION FOR EACH OF THE BUSINESS EMPLOYEES: NAME, JOB TITLE, CURRENT ANNUAL
SALARY OR RATE OF PAY, THE DATE AND AMOUNT OF SUCH EMPLOYEE'S MOST RECENT PAY
INCREASE, AND SUCH EMPLOYEE'S PERIOD OF EMPLOYMENT WITH KLAMATH NORTHERN. THE
7
FOREGOING INFORMATION PROVIDED TO BUYER IS TRUE, CORRECT, AND COMPLETE IN ALL
MATERIAL RESPECTS. THERE ARE NO CONTRACTS OF EMPLOYMENT OR SERVICE, WHETHER
WHOLLY OR PARTLY IN WRITING OR UNWRITTEN, WITH ANY BUSINESS EMPLOYEES. TO
SELLER'S KNOWLEDGE, NONE OF THE BUSINESS EMPLOYEES IS SUBJECT TO ANY
NON-COMPETITION OR CONFIDENTIALITY AGREEMENT IN FAVOR OF ANY OTHER PERSON.
KLAMATH NORTHERN HAS NOT (I) DURING THE NINETY (90) DAYS IMMEDIATELY PRECEDING
THE EFFECTIVE DATE, TERMINATED ANY EMPLOYEES OF THE BUSINESS OR (II) SINCE
JANUARY 1, 2000, TERMINATED ANY EMPLOYEES OF THE BUSINESS IN CIRCUMSTANCES THAT
GAVE RISE TO ANY LIABILITY OR OBLIGATION UNDER THE WARN ACT.
6.1.11
EMPLOYEE CONTROVERSIES. TO SELLER'S KNOWLEDGE, SINCE JUNE 1, 2001,
NO WRITTEN NOTICE HAS BEEN RECEIVED BY SELLER OR KLAMATH NORTHERN OF ANY
COMPLAINT FILED OR THREATENED BY ANY OF KLAMATH NORTHERN'S EMPLOYEES CLAIMING
THAT KLAMATH NORTHERN IS IN BREACH OF THE TERMS OF ANY CONTRACT OF EMPLOYMENT OR
THAT KLAMATH NORTHERN HAS VIOLATED ANY APPLICABLE LEGAL REQUIREMENTS WITH
RESPECT TO EMPLOYMENT MATTERS. THERE ARE NO OUTSTANDING ORDERS OR CHARGES
AGAINST KLAMATH NORTHERN UNDER ANY APPLICABLE LEGAL REQUIREMENTS RELATING TO
OCCUPATIONAL SAFETY AND HEALTH. ANY LEVIES, ASSESSMENTS, AND PENALTIES MADE
AGAINST KLAMATH NORTHERN PURSUANT TO APPLICABLE LEGAL REQUIREMENTS RELATING TO
OCCUPATIONAL SAFETY AND HEALTH HAVE BEEN PAID IN FULL
6.1.12
EMPLOYEE BENEFITS. THERE ARE NO POLICIES OR PRACTICES OF KLAMATH
NORTHERN WHICH CONFER BENEFITS ON EMPLOYEES OF KLAMATH NORTHERN OR CREATE
OBLIGATIONS OF KLAMATH NORTHERN WITH RESPECT TO SUCH EMPLOYEES AND THAT WILL BE
BINDING UPON BUYER OR KLAMATH NORTHERN IN CONNECTION WITH KLAMATH NORTHERN'S
EMPLOYMENT OF THE BUSINESS EMPLOYEES FROM AND AFTER THE CLOSING DATE. SELLER HAS
PREVIOUSLY MADE AVAILABLE TO BUYER ALL PENSION, GROUP INSURANCE, PROFIT SHARING,
AND SIMILAR PLANS, INCENTIVE ARRANGEMENTS, AND DEFERRED COMPENSATION PLANS OF
ANY KIND MADE AVAILABLE TO ANY EMPLOYEES OF KLAMATH NORTHERN. THERE IS NO
UNFUNDED LIABILITY IN CONNECTION WITH ANY SUCH PLANS AND KLAMATH NORTHERN HAS
COMPLIED IN ALL MATERIAL RESPECTS WITH THEIR OBLIGATIONS UNDER SUCH PLANS.
6.1.13
NO COLLECTIVE BARGAINING AGREEMENTS OR UNION CERTIFICATIONS. WITH
RESPECT TO THE BUSINESS EMPLOYEES, THERE ARE, AND SINCE JUNE 1, 2001 HAVE BEEN,
NO (I) COLLECTIVE BARGAINING AGREEMENTS IN EFFECT, (II) UNION CERTIFICATIONS OR
APPLICATIONS FOR UNION CERTIFICATION OUTSTANDING, (III) UNION ORGANIZING DRIVES,
(IV) VOLUNTARY RECOGNITIONS OF ANY UNION AS THE BARGAINING AGENT FOR ANY SUCH
EMPLOYEES, OR (V) ANY MATERIAL LABOR DISPUTES, GRIEVANCES, STRIKES, OR LOCKOUTS,
PENDING OR THREATENED.
6.1.14
EQUIPMENT LEASES/KNRC CONTRACTS.
(A)
THE ATTACHED SCHEDULE