IS THE
SUBJECT OF AN INVESTIGATION BY THE IRS, THE U.S. DEPARTMENT OF LABOR, THE
PENSION BENEFIT GUARANTY CORPORATION, THE SEC OR ANY OTHER GOVERNMENTAL AGENCY,
NOR, TO THE KNOWLEDGE OF THE COMPANY, IS ANY SUCH AUDIT OR INVESTIGATION PENDING
OR THREATENED.
(J)
ALL OPTIONS, EQUITY AND EQUITY-BASED
AWARDS UNDER COMPANY PLANS HAVE BEEN GRANTED IN COMPLIANCE WITH THE TERMS OF THE
APPLICABLE COMPANY PLANS, WITH APPLICABLE LAWS, AND WITH THE APPLICABLE
PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS AS IN EFFECT AT THE TIME
OF THE APPLICABLE GRANT.
(K)
NO DEDUCTION FOR FEDERAL INCOME TAX PURPOSES
HAS BEEN OR IS EXPECTED BY THE COMPANY TO BE DISALLOWED FOR REMUNERATION PAID BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES BY REASON OF SECTION 162(M) OF THE CODE,
INCLUDING BY REASON OF THE TRANSACTIONS CONTEMPLATED HEREBY.
4.13
LABOR MATTERS.
THE COMPANY AND ITS SUBSIDIARIES
(I) ARE IN MATERIAL COMPLIANCE WITH ALL TERMS AND CONDITIONS OF EMPLOYMENT AND
ALL EMPLOYMENT LAWS INCLUDING, PAY EQUITY, WAGES AND HOURS OF WORK, OCCUPATIONAL
HEALTH AND SAFETY AND HAVE UNDERTAKEN NECESSARY HEALTH AND SAFETY RISK
ASSESSMENTS AND HAVE MAINTAINED AND IMPLEMENTED ALL NECESSARY MANUALS AND HEALTH
AND SAFETY MANAGEMENT POLICIES AND SYSTEMS AND (II) HAVE NOT AND ARE NOT ENGAGED
IN ANY UNFAIR LABOR PRACTICE AND NO UNFAIR LABOR PRACTICE COMPLAINT, GRIEVANCE
OR ARBITRATION PROCEEDING IS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES.
NO COLLECTIVE
BARGAINING AGREEMENT IS CURRENTLY IN FORCE OR IS CURRENTLY BEING NEGOTIATED BY
THE COMPANY, ANY SUBSIDIARY, OR ANY OTHER PERSON IN RESPECT OF THE BUSINESS OF
THE COMPANY, ITS SUBSIDIARIES OR ANY OF THE EMPLOYEES.
NO TRADE UNION, COUNCIL
OF TRADE UNIONS, EMPLOYEE BARGAINING AGENCY OR AFFILIATED BARGAINING AGENT HOLDS
BARGAINING RIGHTS WITH RESPECT TO ANY OF THE EMPLOYEES BY WAY OF CERTIFICATION,
INTERIM CERTIFICATION, VOLUNTARY RECOGNITION, OR SUCCESSION RIGHTS, OR HAS
APPLIED OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED TO APPLY TO BE CERTIFIED
AS THE BARGAINING AGENT OF THE EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES.
TO THE KNOWLEDGE OF THE COMPANY, THERE ARE NO THREATENED OR PENDING UNION
ORGANIZING ACTIVITIES INVOLVING ANY OF THE EMPLOYEES OF THE COMPANY OR ITS
SUBSIDIARIES.
THERE IS NO LABOR STRIKE, DISPUTE, WORK SLOWDOWN OR STOPPAGE
PENDING OR INVOLVING OR, TO THE KNOWLEDGE OF THE COMPANY THREATENED AGAINST THE
COMPANY OR ITS SUBSIDIARIES.
THERE ARE NO CHARGES PENDING UNDER OHSA IN RESPECT
OF THE COMPANY OR ANY SUBSIDIARY.
THE COMPANY AND EACH SUBSIDIARY HAS COMPLIED
IN ALL RESPECTS WITH ANY ORDERS ISSUED UNDER OHSA AND THERE ARE NO APPEALS OF
ANY ORDERS UNDER OHSA CURRENTLY OUTSTANDING.
15
4.14
PERMITS AND OTHER RIGHTS; COMPLIANCE WITH LAWS.
THE COMPANY HAS ALL MATERIAL FRANCHISES, MATERIAL PERMITS, MATERIAL LICENSES AND
OTHER MATERIAL RIGHTS AND PRIVILEGES NECESSARY TO PERMIT IT TO OWN ITS
PROPERTIES AND TO CONDUCT THE BUSINESS AS PRESENTLY CONDUCTED (INCLUDING ALL
CERTIFICATES, LICENSES, REGISTRATIONS, APPLICATIONS, AUTHORIZATIONS, APPROVALS
AND PERMITS REQUIRED UNDER ENVIRONMENTAL LAWS, THE FEDERAL FOOD, DRUG AND
COSMETIC ACT OF 1938,