OR INDEPENDENT CONTRACTORS.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS PARTY TO A CONCILIATION AGREEMENT, CONSENT DECREE OR OTHER
AGREEMENT OR ORDER WITH ANY FEDERAL, STATE, OR LOCAL AGENCY OR GOVERNMENTAL
AUTHORITY WITH RESPECT TO EMPLOYMENT PRACTICES.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY HAS TAKEN ANY ACTION WHICH WOULD CONSTITUTE A "PLANT CLOSING" OR
"MASS LAYOFF" WITHIN THE MEANING OF THE WARN ACT OR SIMILAR LAW, ISSUED ANY
NOTIFICATION OF A PLANT CLOSING OR MASS LAYOFF REQUIRED BY THE WARN ACT OR
SIMILAR LAW, AND NO TERMINATIONS PRIOR TO EACH CLOSING WOULD TRIGGER ANY NOTICE
OR OTHER OBLIGATIONS UNDER THE WARN ACT OR SIMILAR LAW.
(B)
(I) NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS ENGAGED IN ANY
UNFAIR LABOR PRACTICES; (II) THERE IS (A) NO GRIEVANCE, COMPLAINT, OR
ARBITRATION PROCEEDING ARISING OUT OF OR UNDER COLLECTIVE BARGAINING AGREEMENTS
PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST THE COMPANY OR
ANY SUBSIDIARY, AND (B) NO STRIKE, LABOR DISPUTE, SLOWDOWN, CONCERTED REFUSAL TO
WORK OVERTIME OR STOPPAGE PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY; (III) NEITHER THE COMPANY NOR
ANY SUBSIDIARY IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR CONTRACT AND
NO COLLECTIVE BARGAINING AGREEMENT OR SIMILAR AGREEMENT IS BEING NEGOTIATED BY
THE COMPANY OR ITS SUBSIDIARIES; (IV) THERE IS NO UNION REPRESENTATION QUESTION
EXISTING WITH RESPECT TO THE EMPLOYEES OF THE COMPANY OR ANY SUBSIDIARY; (V) NO
UNION HAS APPLIED
22
TO HAVE THE PURCHASER OR ANY SUBSIDIARY DECLARED A RELATED EMPLOYER PURSUANT TO
THE LABOUR RELATIONS ACT (ONTARIO) OR ANY SIMILAR LEGISLATION IN ANY
JURISDICTION IN WHICH THE COMPANY OR ANY SUBSIDIARY CARRIES ON BUSINESS; AND
(VI) NO UNION ORGANIZING ACTIVITIES ARE TAKING PLACE.
3.16
EMPLOYEE BENEFIT PLANS.
(A)
NEITHER THE COMPANY NOR ANY COMMONLY CONTROLLED ENTITY MAINTAINS
OR CONTRIBUTES TO, OR HAS WITHIN THE PRECEDING SIX YEARS MAINTAINED OR
CONTRIBUTED TO, OR MAY HAVE ANY LIABILITY WITH RESPECT TO ANY PLAN SUBJECT TO
TITLE IV OF ERISA OR SECTION 412 OF THE CODE OR ANY "MULTIPLE EMPLOYER PLAN"
WITHIN THE MEANING OF THE CODE OR ERISA.
EACH PLAN (AND RELATED TRUST,
INSURANCE CONTRACT OR FUND) HAS BEEN ESTABLISHED AND ADMINISTERED IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS, AND COMPLIES IN ALL MATERIAL
RESPECTS IN FORM AND IN OPERATION WITH THE APPLICABLE REQUIREMENTS OF ERISA AND
THE CODE AND OTHER APPLICABLE REQUIREMENTS OF LAW.
ALL CONTRIBUTIONS (INCLUDING
ALL EMPLOYER CONTRIBUTIONS AND EMPLOYEE SALARY REDUCTION CONTRIBUTIONS) WHICH
ARE DUE HAVE BEEN PAID TO EACH PLAN.
(B)
NO CLAIM WITH RESPECT TO THE ADMINISTRATION OR THE INVESTMENT OF
THE ASSETS OF ANY PLAN (OTHER THAN ROUTINE CLAIMS FOR BENEFITS) IS PENDING.
(C)
EACH PLAN THAT IS INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF
THE CODE IS SO QUALIFIED AND HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM
THE INTERNAL REVENUE SERVICE TO SUCH EFFECT AND NO CIRCUMSTANCE, FACT OR EVENT
HAS OCCURRED OR EXISTS THAT IS REASONABLY LIKELY TO ADVERSELY AFFECT THE
QUALIFIED STATUS OF ANY SUCH PLAN.