OR OTHER
SERVANTS OR AGENTS EMPLOYED OR USED WITH RESPECT TO THE OPERATION OF THE
BUSINESS OF THE COMPANY AND CLASSIFIED BY THE COMPANY AS OTHER THAN EMPLOYEES OR
COMPENSATED OTHER THAN THROUGH WAGES PAID BY THE COMPANY THROUGH ITS PAYROLL
DEPARTMENT AND REPORTED ON A FORM W-4 ("CONTINGENT WORKERS"), SHOWING FOR EACH
CONTINGENT WORKER SUCH INDIVIDUAL'S ROLE IN THE BUSINESS, FEE OR COMPENSATION
ARRANGEMENTS AND OTHER CONTRACTUAL TERMS WITH THE COMPANY.
(I)
EXCEPT AS CONTEMPLATED BY THIS AGREEMENT OR AS SET FORTH ON §3(T)
OF THE DISCLOSURE SCHEDULE, TO THE KNOWLEDGE OF THE SHAREHOLDERS, NO SENIOR
EXECUTIVE EMPLOYEE, OR GROUP OF EMPLOYEES OR CONTINGENT WORKERS HAS EXPRESSED
ANY PLANS TO TERMINATE HIS OR HER EMPLOYMENT OR SERVICE ARRANGEMENT WITH THE
COMPANY PRIOR TO OR IN CONNECTION WITH THE CLOSING.
(II)
THE COMPANY IS NOT EXPERIENCING NOR IS THE SUBJECT OF ANY STRIKE,
SLOWDOWN, PICKETING, WORK STOPPAGE, OR EMPLOYEE GRIEVANCE PROCESS BY ANY LABOR
UNION. THE COMPANY DOES NOT HAVE ANY DUTY TO BARGAIN WITH ANY UNION OR LABOR
ORGANIZATION OR OTHER PERSON PURPORTING TO ACT AS EXCLUSIVE BARGAINING
REPRESENTATIVE ("UNION") OF ANY EMPLOYEES OR CONTINGENT WORKERS WITH RESPECT TO
THEIR RESPECTIVE WAGES, HOURS OR OTHER TERMS AND CONDITIONS
OF EMPLOYMENT. TO THE COMPANY'S AND SHAREHOLDERS' KNOWLEDGE, NO UNION CLAIMS OR
DEMANDS TO REPRESENT ANY EMPLOYEE OR CONTINGENT WORKER, THERE ARE NO
ORGANIZATIONAL CAMPAIGNS IN PROGRESS WITH RESPECT TO ANY OF THE EMPLOYEES OR
CONTINGENT WORKERS AND NO QUESTION CONCERNING REPRESENTATION OF SUCH INDIVIDUALS
EXISTS. THERE IS NO COLLECTIVE BARGAINING AGREEMENT OR OTHER CONTRACT WITH ANY
UNION, OR WORK RULES OR PRACTICES AGREED TO WITH ANY UNION, BINDING ON THE
COMPANY WITH RESPECT TO ANY OF THE COMPANY'S OPERATIONS OR ANY EMPLOYEE OR
CONTINGENT WORKER.
(III)
THE COMPANY IS IN COMPLIANCE WITH ALL APPLICABLE LEGAL
REQUIREMENTS AND REGULATIONS RESPECTING LABOR AND EMPLOYMENT PRACTICES,
INCLUDING, WITHOUT LIMITATION, ALL FAIR EMPLOYMENT PRACTICES LEGAL REQUIREMENTS,
WAGE AND HOUR LEGAL REQUIREMENTS, AND THE NEW JERSEY CONSCIENTIOUS EMPLOYEE
PROTECTION ACT. THE COMPANY IS NOT DELINQUENT IN ANY PAYMENTS TO ANY EMPLOYEE OR
CONTINGENT WORKER FOR ANY WAGES, SALARIES, COMMISSIONS, BONUSES, FEES OR OTHER
DIRECT COMPENSATION DUE WITH RESPECT TO ANY SERVICES PERFORMED FOR IT OR AMOUNTS
REQUIRED TO BE REIMBURSED TO SUCH EMPLOYEES OR CONTINGENT WORKERS. THERE ARE NOT
ASSERTED, PENDING OR, TO THE KNOWLEDGE OF THE SHAREHOLDERS, THREATENED, AND
WITHIN THE LAST THREE (3) YEARS THERE HAVE NOT BEEN ANY PROCEEDINGS, OR FORMAL
OR INFORMAL GRIEVANCES, COMPLAINTS OR CHARGES WITH RESPECT TO EMPLOYMENT OR
LABOR MATTERS (INCLUDING, WITHOUT LIMITATION, ALLEGATIONS OF EMPLOYMENT
DISCRIMINATION, RETALIATION OR UNFAIR LABOR PRACTICES) AGAINST THE COMPANY IN
ANY JUDICIAL, REGULATORY OR ADMINISTRATIVE FORUM, UNDER ANY PRIVATE DISPUTE
RESOLUTION PROCEDURE OR INTERNALLY. NONE OF THE EMPLOYMENT POLICIES OR PRACTICES
OF THE COMPANY IS CURRENTLY BEING AUDITED OR INVESTIGATED OR, TO THE KNOWLEDGE
OF THE SHAREHOLDERS, SUBJECT TO IMMINENT AUDIT OR INVESTIGATION BY ANY
GOVERNMENTAL AUTHORITY.
(IV)
THE COMPANY, SHAREHOLDERS OR OFFICERS OR SENIOR MANAGERS OF THE
COMPANY ARE NOT, AND WITHIN THE LAST THREE (3) YEARS (OR SUCH LESSER