SELLER
WITH RESPECT TO GPAA AND LDMA ARE (A) IN FULL FORCE AND EFFECT (B) ARE ISSUED BY
AN INSURER THAT IS FINANCIALLY SOUND AND REPUTABLE, (C) TAKEN TOGETHER, PROVIDE
ADEQUATE INSURANCE COVERAGE FOR GPAA AND LDMA FOR ALL RISKS TO WHICH GPAA AND
LDMA ARE NORMALLY EXPOSED, AND (D) ARE SUFFICIENT FOR COMPLIANCE WITH ALL LEGAL
REQUIREMENTS AND CONTRACTS RELATED TO GPAA AND LDMA.
SELLER, PARENT GPAA, GPAA
AND LDMA HAVE NOT RECEIVED ANY NOTICE OR OTHER COMMUNICATION REGARDING ANY
ACTUAL OR PROPOSED (X) CANCELLATION OR INVALIDATION OF ANY SUCH INSURANCE
POLICY, (Y) REFUSAL OF ANY COVERAGE OR REJECTION OF ANY CLAIM UNDER ANY SUCH
INSURANCE POLICY, OR (Z) ADJUSTMENT IN THE AMOUNT OF THE PREMIUMS PAYABLE WITH
RESPECT TO ANY SUCH INSURANCE POLICY (OTHER THAN CUSTOMARY ANNUAL ADJUSTMENTS).
SELLER, GPAA AND LDMA HAVE PAID ALL PREMIUMS DUE, AND HAS OTHERWISE PERFORMED
ALL OF ITS OBLIGATIONS, UNDER ALL SUCH INSURANCE POLICIES.
THERE IS NO PENDING
WORKERS' COMPENSATION OR OTHER CLAIM UNDER OR BASED UPON ANY SUCH INSURANCE
POLICY OF GPAA AND LDMA BY ANY EMPLOYEE OR OTHERWISE RELATED TO THE GOLD
BUSINESS. NOTWITHSTANDING THE FOREGOING, THE INSURANCE COVERAGE FOR LDMA AND
GPAA UNDER THE SELLER'S CURRENT INSURANCE POLICIES WILL TERMINATE AT CLOSING.
3.10
EMPLOYEES; LABOR DISPUTES.
(A)
AS OF THE DATE OF THIS AGREEMENT, GPAA AND LDMA
ARE NOT (I) PARTIES TO ANY COLLECTIVE BARGAINING AGREEMENT APPLICABLE TO THE
EMPLOYEES; (II) SUBJECT TO A LEGAL DUTY TO BARGAIN (EXCLUSIVE OF ANY
NOTIFICATION AND CONSULTATION OBLIGATIONS) WITH ANY TRADE UNION ON BEHALF OF THE
EMPLOYEES; OR (III) THE OBJECT OF ANY ATTEMPT TO ORGANIZE THE EMPLOYEES FOR
COLLECTIVE BARGAINING PURPOSES OR PRESENTLY OPERATING UNDER AN EXPIRED
COLLECTIVE BARGAINING AGREEMENT.
AS OF THE CURRENT TIME AND WITHIN THE LAST
TWENTY-FOUR (24) MONTHS, GPAA AND LDMA ARE NOT AND HAVE NOT BEEN A
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PARTY TO OR SUBJECT TO ANY STRIKE, WORK STOPPAGE, ORGANIZING ATTEMPT, PICKETING,
BOYCOTT OR SIMILAR ACTIVITY WITH RESPECT TO THE EMPLOYEES.
(B)
THERE HAVE NOT BEEN ANY PLANT CLOSINGS, MASS
LAYOFFS OR OTHER TERMINATIONS OF EMPLOYEES OF GPAA AND LDMA AT ANY TIME WHICH
WOULD CREATE ANY OBLIGATIONS OR LIABILITIES UNDER THE WARN ACT OR SIMILAR LEGAL
REQUIREMENTS.
NEITHER GPAA NOR LDMA ARE PARTIES TO ANY CONTRACT OR SUBJECT TO
ANY REQUIREMENT THAT IN ANY MANNER RESTRICTS BUYER FROM RELOCATING,
CONSOLIDATING, MERGING OR CLOSING, IN WHOLE OR IN PART, ANY PORTION OF GPAA AND
LDMA AND EMPLOYEES, SUBJECT TO APPLICABLE LEGAL REQUIREMENTS.
(C)
WITH RESPECT TO THE EMPLOYEES, GPAA AND LDMA HAVE
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL LEGAL REQUIREMENTS RELATING TO
EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT, EQUAL EMPLOYMENT
OPPORTUNITY, NONDISCRIMINATION, IMMIGRATION, WAGES, HOURS, BENEFITS, COLLECTIVE
BARGAINING, THE PAYMENT OF SOCIAL SECURITY AND SIMILAR TAXES AND OCCUPATIONAL
SAFETY AND HEALTH.
SELLER, GPAA AND LDMA ARE NOT LIABLE FOR THE PAYMENT OF ANY
TAXES, FINES, PENALTIES OR OTHER AMOUNTS, HOWEVER DESIGNATED, FOR FAILURE TO
COMPLY WITH ANY OF THE FOREGOING LEGAL REQUIREMENTS.
(D)
GPAA AND LDMA ARE NOT AND WILL NOT BE REQUIRED TO
MAKE