EMPLOYEES BY
SELLER.
3.13
PURCHASE COMMITMENTS AND OUTSTANDING BIDS.
AS OF THE DATE OF THIS
AGREEMENT, SELLER HAS NOT ENTERED INTO ANY CONTRACTS FOR THE PURCHASE OF
PRODUCTS OR SERVICES BY SELLER IN CONNECTION WITH THE BUSINESS, OTHER THAN IN
THE ORDINARY COURSE OF BUSINESS, EXCEPT FOR (A) CONTRACTS RELATING TO THE
RETENTION OF PROFESSIONAL ADVISORS FOR WHICH SELLER IS SOLELY RESPONSIBLE AND
(B) OTHER CONTRACTS INVOLVING
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THE EXPENDITURE OF NOT MORE THAN $100,000 IN THE AGGREGATE.
THERE ARE NO
OBLIGATIONS TO SELL INVENTORY TO ANY THIRD PARTY OUTSIDE THE ORDINARY COURSE OF
BUSINESS.
NO OUTSTANDING PURCHASE OR OUTSTANDING LEASE COMMITMENT OF SELLER
PRESENTLY IS IN EXCESS OF THE NORMAL, ORDINARY AND USUAL REQUIREMENTS OF THE
BUSINESS. THERE ARE NO OUTSTANDING OR PENDING OBLIGATIONS OF SELLER IN
CONNECTION WITH THE BUSINESS TO LEASE REAL PROPERTY OTHER THAN THE FACILITY
LEASES.
3.14
EMPLOYEE BENEFIT PLANS
(A)
ATTACHED HERETO AS SECTION 3.14 OF THE DISCLOSURE SCHEDULE IS A
TRUE AND COMPLETE LIST OF ALL EMPLOYEE PLANS EXISTING ON THE DATE HEREOF. EXCEPT
AS LISTED IN SECTION 3.14 OF THE DISCLOSURE SCHEDULE, THERE ARE NO PENSION PLANS
THAT ARE SUBJECT TO SECTION 412 OF THE CODE OR SECTION 302 OR TITLE IV OF ERISA,
AND THERE ARE NO MULTIEMPLOYER PLANS.
(B)
A TRUE AND COMPLETE COPY OF EACH OF THE EMPLOYEE PLANS LISTED IN
SECTION 3.14 OF THE DISCLOSURE SCHEDULE, TOGETHER WITH ANY AND ALL RELATED
TRUSTS, ANY AND ALL AMENDMENTS THERETO, THE MOST RECENT SUMMARY PLAN
DESCRIPTION, ANY AND ALL COLLECTIVE BARGAINING AGREEMENTS RELATING TO SUCH
EMPLOYEE PLAN, AND THE MOST RECENT ANNUAL REPORTS FILED FOR SUCH EMPLOYEE PLAN,
HAS BEEN DELIVERED TO PURCHASER OR WILL BE DELIVERED NO LATER THAN DECEMBER 8,
2006.
IN THE CASE OF ANY EMPLOYEE PLAN LISTED ON SECTION 3.14 OF THE DISCLOSURE
SCHEDULE WHICH IS NOT IN WRITTEN FORM, AN ACCURATE DESCRIPTION OF SUCH EMPLOYEE
PLAN IS INCLUDED AS PART OF SECTION 3.14 OF THE DISCLOSURE SCHEDULE.
(c)
Each Employee Plan listed on Section 3.14 of the Disclosure
Schedule complies, and has complied, in all material respects in form and
operation with all requirements of applicable United States federal, state,
local and other law or regulation, whether domestic or foreign.
Seller
represents and warrants that all contributions and other payment obligations
required to be made on or before the Closing Date under or in connection with
the Employee Plans listed on Section 3.14 of the Disclosure Schedule have been
or will be paid in full on or as of the Closing Date.
3.15
TRANSACTIONS WITH RELATED PARTIES.
EXCEPT FOR EMPLOYMENT
AGREEMENTS AND OTHER ARRANGEMENTS OR AGREEMENTS DISCLOSED IN SECTION 3.15 OF THE
DISCLOSURE SCHEDULE, NO RELATED PARTY HAS, WITH RESPECT TO THE BUSINESS OR THE
TRANSFERRED ASSETS, (A) BORROWED OR LOANED MONEY OR OTHER PROPERTY TO SELLER
THAT HAS NOT BEEN REPAID OR RETURNED, (B) ANY CONTRACTUAL RELATIONSHIP OR OTHER
CLAIMS, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER AGAINST SELLER OR (C) ANY
INTEREST IN ANY OF THE TRANSFERRED ASSETS (INCLUDING ANY INTELLECTUAL PROPERTY).