ASSIGNMENT OF ANY MATERIAL RIGHTS OR CLAIMS OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS; OR
(J)
ENTRY INTO ANY CONTRACT BY THE COMPANY TO DO ANY OF THE
FOREGOING.
SECTION 3.8
LITIGATION; ORDERS.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 3.8(A) OF THE DISCLOSURE SCHEDULE,
(I) THERE ARE NO ACTIONS PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED
AGAINST OR INVOLVING SELLER OR THE COMPANY THAT HAVE RESULTED OR COULD BE
REASONABLY EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO RESULT IN A MATERIAL
ADVERSE EFFECT ON THE COMPANY AND (II) AS OF THE DATE HEREOF, THERE ARE NO
ACTIONS PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED, AGAINST SELLER OR
THE COMPANY THAT ARE REASONABLY LIKELY TO QUESTION, CHALLENGE THE VALIDITY OF,
OR HAVE THE EFFECT OF PREVENTING, DELAYING, MAKING ILLEGAL OR OTHERWISE
INTERFERING WITH, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN
7
or any action taken or proposed to be taken by Seller or the Company pursuant
hereto or in connection with the transactions contemplated herein.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 3.8(B) OF THE DISCLOSURE SCHEDULE,
SINCE JANUARY 1, 2005, NO GOVERNMENTAL ENTITY OF COMPETENT JURISDICTION OR ANY
ARBITRATOR OR ARBITRATORS OR DISPUTE RESOLUTION BODY HAS ISSUED ANY ORDER THAT
HAS RESULTED IN OR COULD BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT ON THE COMPANY.
SECTION 3.9
TAXES. EXCEPT AS SET FORTH IN SCHEDULE 3.9 OF THE
DISCLOSURE SCHEDULE, (A) ALL TAX RETURNS REQUIRED TO HAVE BEEN FILED BY OR FOR
THE COMPANY HAVE BEEN TIMELY FILED (TAKING INTO ACCOUNT ANY EXTENSIONS); (B) ALL
TAXES SHOWN TO BE PAYABLE ON SUCH TAX RETURNS HAVE BEEN OR WILL BE TIMELY
PAID;(C) NO GOVERNMENTAL ENTITY HAS ASSERTED OR ASSESSED IN WRITING A DEFICIENCY
FOR ANY TAX AGAINST THE COMPANY THAT HAS NOT BEEN SATISFIED BY PAYMENT, SETTLED
OR WITHDRAWN; (D) NO GOVERNMENTAL ENTITY HAS ASSERTED IN WRITING THAT THE
COMPANY IS REQUIRED TO FILE A TAX RETURN IN ANY JURISDICTION WHERE IT HAS NOT
FILED A TAX RETURN; (E) THE COMPANY HAS NOT MADE AN ELECTION TO BE TREATED AS A
CORPORATION FOR UNITED STATES FEDERAL INCOME TAX PURPOSES PURSUANT TO
SECTION 301.7701-3 OF THE CODE; AND (F) SELLER IS A UNITED STATES PERSON AS
DEFINED IN SECTION 7701(A)(30) OF THE CODE.
SECTION 3.10
EMPLOYEE BENEFITS; ERISA; EMPLOYEES.
(A)
SCHEDULE 3.10(A) OF THE DISCLOSURE SCHEDULE CONTAINS A LIST OF ALL
"EMPLOYEE PENSION BENEFIT PLANS" (AS DEFINED IN SECTION 3(2) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND THE REGULATIONS
THEREUNDER ("ERISA")), "EMPLOYEE WELFARE BENEFIT PLANS" (AS DEFINED IN
SECTION 3(1) OF ERISA), AND ALL OTHER EMPLOYEE BENEFIT PLANS, PROGRAMS,
ARRANGEMENTS, OR INDIVIDUAL CONTRACTS PROVIDING EMPLOYEE BENEFITS, FORMAL OR
INFORMAL, FUNDED OR UNFUNDED, REGISTERED OR UNREGISTERED, WHICH IN EACH CASE IS
MAINTAINED, OR CONTRIBUTED TO, BY SELLER, THE COMPANY OR ANY OTHER ERISA
AFFILIATE OF SELLER FOR THE BENEFIT OF ANY CURRENT EMPLOYEES, OFFICERS OR
MEMBERS OF THE BOARD OF MANAGERS OF THE COMPANY OR ANY FORMER EMPLOYEE,
INCLUDING WITHOUT LIMITATION BONUS, PROFIT