NOT HAVE ANY OBLIGATION OR AGREEMENT (WHETHER IN ORAL OR WRITTEN FORM)
TO ANY EMPLOYEE (EITHER INDIVIDUALLY OR TO EMPLOYEES AS A GROUP) THAT SUCH
EMPLOYEE(S) WOULD BE PROVIDED WITH LIFE INSURANCE, MEDICAL, SEVERANCE OR OTHER
EMPLOYEE WELFARE BENEFITS UPON THEIR RETIREMENT OR TERMINATION OF EMPLOYMENT,
EXCEPT TO THE EXTENT REQUIRED BY SECTION 4980B OF THE CODE OR OTHERWISE AT THE
EXPENSE OF THE EMPLOYEE.
(F)
THE EXECUTION OF, AND PERFORMANCE OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT CONSTITUTE AN EVENT UNDER ANY EMPLOYEE
PLAN OR EMPLOYEE AGREEMENT THAT WILL RESULT IN ANY PAYMENT (WHETHER OF SEVERANCE
PAY OR OTHERWISE), ACCELERATION, FORGIVENESS OF INDEBTEDNESS, VESTING,
DISTRIBUTION, INCREASE IN BENEFITS OR OBLIGATION TO FUND BENEFITS WITH RESPECT
TO ANY EMPLOYEE.
(G)
NO EMPLOYEE PLAN OR EMPLOYEE AGREEMENT IS FUNDED BY A TRUST
DESCRIBED IN SECTION 501(C)(9) OF THE CODE.
23
(H)
MOREX IS NOT (1) A MEMBER OF A "CONTROLLED GROUP OF CORPORATIONS,"
OR AN "AFFILIATED SERVICE GROUP" WITHIN THE MEANINGS OF SECTIONS 414(B) OR (M)
OF THE CODE, (2) REQUIRED TO BE AGGREGATED WITH ANY PERSON UNDER SECTION 414(O)
OF THE CODE; OR (3) UNDER "COMMON CONTROL," WITH ANY PERSON WITHIN THE MEANING
OF SECTION 4001(A)(14) OF ERISA OR SECTION 414(C) OF THE CODE.
(I)
MOREX HAS COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS
OF THE HIPAA MEDICAL PRIVACY REGULATIONS WITH RESPECT TO EACH EMPLOYEE PLAN THAT
IS SUBJECT TO SUCH REQUIREMENTS AND WITH RESPECT TO MOREX' STATUS AS A "COVERED
ENTITY" AS DEFINED THEREIN.
4.18
Environmental and Health/Safety Matters.
(A)
TO THE KNOWLEDGE OF MOREX, IT IS AND HAS AT ALL TIMES BEEN IN
MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS APPLICABLE TO ASSETS USED IN THE
BUSINESS ("BUSINESS ASSETS"), AND THE BUSINESS AND MOREX IS NOT CURRENTLY LIABLE
FOR ANY PENALTIES, FINES OR FORFEITURES FOR FAILURE TO COMPLY WITH ENVIRONMENTAL
LAWS.
(B)
MOREX HAS OBTAINED, OR CAUSED TO BE OBTAINED (EXCEPT WHERE SUCH
FAILURE TO OBTAIN HAS NOT RESULTED IN A MATERIAL ADVERSE EFFECT), AND, TO THE
KNOWLEDGE OF MOREX, IS IN MATERIAL COMPLIANCE WITH, ALL APPLICABLE AND MATERIAL
PERMITS REQUIRED BY ENVIRONMENTAL LAWS AND NECESSARY FOR THE OPERATION OF THE
BUSINESS.
COPIES OF SUCH PERMITS HAVE BEEN PROVIDED TO THK.
THERE ARE NO
ADMINISTRATIVE OR JUDICIAL INVESTIGATIONS, NOTICES, CLAIMS OR OTHER PROCEEDINGS
PENDING OR, TO THE KNOWLEDGE OF MOREX, THREATENED BY ANY GOVERNMENTAL AUTHORITY
OR THIRD PARTIES AGAINST MOREX OR ANY OF THE BUSINESS ASSETS WHICH QUESTION THE
VALIDITY OR ENTITLEMENT OF MOREX TO ANY PERMIT WHEREIN AN UNFAVORABLE DECISION,
RULING OR FINDING COULD HAVE A MATERIAL ADVERSE EFFECT ON MOREX.
(C)
MOREX HAS NEITHER RECEIVED NOR DOES IT HAVE KNOWLEDGE OF ANY NON
COMPLIANCE ORDER, WARNING LETTER, INVESTIGATION, NOTICE OF VIOLATION, CLAIM,
SUIT, ACTION, JUDGMENT, OR ADMINISTRATIVE OR JUDICIAL PROCEEDING PENDING OR
THREATENED AGAINST OR INVOLVING MOREX, ISSUED BY ANY GOVERNMENTAL AUTHORITY OR
THIRD PARTY WITH RESPECT TO ANY ENVIRONMENTAL LAWS, WHICH HAS NOT BEEN RESOLVED
TO THE SATISFACTION OF THE ISSUING GOVERNMENTAL AUTHORITY OR THIRD PARTY AND
WHICH COULD HAVE A MATERIAL