WITH ANY AGENT OF SUCH AUTHORITY.
(C)
SCHEDULE 4.10 LISTS ALL FEDERAL, STATE, LOCAL, AND FOREIGN TAX RETURNS
FILED BY OR ON BEHALF OF EACH SELLER FOR TAXABLE PERIODS ENDED ON OR AFTER
DECEMBER 31, 2003, INDICATES THOSE TAX RETURNS THAT HAVE BEEN AUDITED, AND
INDICATES THOSE TAX RETURNS THAT CURRENTLY ARE THE SUBJECT OF AUDIT. NEITHER
SELLER HAS WAIVED ANY STATUTE OF LIMITATIONS IN RESPECT OF TAXES OR AGREED TO
ANY EXTENSION OF TIME WITH RESPECT TO A TAX ASSESSMENT OR DEFICIENCY.
(D)
THE ASSUMED LIABILITIES DO NOT INCLUDE ANY OBLIGATIONS THAT WILL NOT BE
DEDUCTIBLE UNDER CODE §280G. NEITHER SELLER
HAS ANY LIABILITY FOR THE TAXES OF
ANY OTHER PERSON AS A TRANSFEREE OR SUCCESSOR, BY CONTRACT, OR OTHERWISE.
(E)
THE AGGREGATE UNPAID TAXES OF THE SELLERS (I) DID NOT, AS OF DECEMBER 31,
2006, EXCEED THE RESERVE FOR TAX LIABILITY (RATHER THAN ANY RESERVE FOR DEFERRED
TAXES ESTABLISHED TO REFLECT TIMING DIFFERENCES BETWEEN BOOK AND TAX INCOME) SET
FORTH ON THE FACE OF THE BALANCE SHEET (RATHER THAN IN ANY NOTES THERETO) AND
(II) WILL NOT EXCEED THAT RESERVE AS ADJUSTED FOR OPERATIONS AND TRANSACTIONS
THROUGH THE CLOSING DATE IN ACCORDANCE WITH THE PAST CUSTOM AND PRACTICE OF EACH
SELLER IN FILING ITS TAX RETURNS.
21
4.11
Labor Relations; Compliance.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.11, THERE ARE NO PROCEEDINGS PENDING OR,
TO EACH SELLER'S KNOWLEDGE, THREATENED AGAINST EITHER SELLER WITH RESPECT TO OR
BY ANY EMPLOYEE OR FORMER EMPLOYEE OF THE BUSINESSES AND, TO EACH SELLER'S
KNOWLEDGE, THERE ARE NO PROCEEDINGS PENDING OR THREATENED AGAINST ANY EMPLOYEES
OR FORMER EMPLOYEE OF THE BUSINESSES.
NEITHER SELLER HAS EXPERIENCED ANY
STRIKES, GRIEVANCES, CLAIMS OF UNFAIR LABOR PRACTICES OR OTHER COLLECTIVE
BARGAINING DISPUTES.
NEITHER SELLER HAS ENGAGED IN ANY UNFAIR LABOR PRACTICES.
NEITHER SELLER IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR RELATIONSHIP
WITH ANY LABOR ORGANIZATION, AND, TO EACH SELLER'S KNOWLEDGE, THERE ARE NO
ORGANIZATIONAL EFFORTS PRESENTLY MADE OR THREATENED BY OR ON BEHALF OF ANY LABOR
UNION WITH RESPECT TO THE EMPLOYEES OF THE BUSINESSES.
(B) NEITHER SELLER HAS IMPLEMENTED ANY PLANT CLOSING OR LAYOFF OF EMPLOYEES THAT
COULD IMPLICATE THE WARN ACT, AND NO SUCH ACTION WILL BE IMPLEMENTED WITHOUT
ADVANCE NOTIFICATION TO BUYER.
4.12
Employee Benefits.
Neither Seller maintains or contributed to any
employee benefit plans (as defined in Section 3(3) of ERISA) or any other
employee benefit plan, program or arrangement, whether or not subject to ERISA,
including, without limitation, employment, severance, incentive, retention,
consulting, change-in-control, fringe benefit, collective bargaining, deferred
compensation, or other compensatory plan, policy, agreement or arrangement which
is made or maintained with or for the benefit of any current or former employee,
director or other personnel of any of either Seller or contributed to by either
Seller or under which either Seller has or may have a direct or indirect
liability.
4.13
Litigation; Orders.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.13(A), THERE IS NO MATERIAL PROCEEDING
AT LAW OR IN EQUITY BY ANY PERSON OR