TITLES (OR POSITIONS HELD) OF EACH OF THE EMPLOYEES OF THE
BUSINESS (THE "SELLER'S EMPLOYEES") AND THE CURRENT ANNUAL BASE SALARY (OR
HOURLY RATE) AND MOST RECENT BONUS PAID TO EACH OF SELLER'S EMPLOYEES.
SELLER
IS NOT A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT APPLICABLE TO EMPLOYEES AT
THE HOTEL AND TO THE KNOWLEDGE OF SELLER THERE ARE NO ACTIVITIES OR PROCEEDINGS
OF ANY LABOR UNION TO ORGANIZE ANY NON-UNIONIZED EMPLOYEES AT THE HOTEL.
THERE
ARE NO UNFAIR LABOR PRACTICE CHARGES, COMPLAINTS OR PETITIONS FOR ELECTIONS
PENDING AGAINST SELLER BEFORE THE NATIONAL LABOR RELATIONS BOARD, OR ANY SIMILAR
LABOR RELATIONS GOVERNMENTAL BODIES, OR, OF WHICH SELLER HAS RECEIVED NOTICE.
THERE IS NO STRIKE, SLOWDOWN, WORK STOPPAGE OR LOCKOUT, OR, TO THE KNOWLEDGE OF
SELLER, THREAT THEREOF, BY OR WITH RESPECT TO ANY EMPLOYEES THAT WORK AT THE
HOTEL.
6.15
BENEFIT PLAN.
SCHEDULE 6.15 HEREOF SETS FORTH AN ACCURATE AND
COMPLETE LIST AS OF FEBRUARY 9, 2007 OF ALL (I) "EMPLOYEE WELFARE BENEFIT
PLANS," WITHIN THE MEANING OF SECTION 3(1) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER
("ERISA") AND (II) MATERIAL BONUS, STOCK OPTION, STOCK PURCHASE, RESTRICTED
STOCK, INCENTIVE, FRINGE BENEFIT, PROFIT-SHARING, PENSION OR RETIREMENT,
DEFERRED COMPENSATION, MEDICAL, LIFE INSURANCE, DISABILITY, ACCIDENT, SALARY
CONTINUATION, SEVERANCE, ACCRUED LEAVE, VACATION, SICK PAY, SICK LEAVE,
SUPPLEMENTAL RETIREMENT AND UNEMPLOYMENT BENEFIT PLANS, PROGRAMS, ARRANGEMENTS,
COMMITMENTS AND/OR PRACTICES (WHETHER OR NOT INSURED) FOR SELLER'S EMPLOYEES
(ALL OF THE FOREGOING PLANS, PROGRAMS, ARRANGEMENTS, COMMITMENTS, PRACTICES AND
CONTRACTS REFERRED TO IN (I) AND (II) ABOVE ARE REFERRED TO, THE "BENEFIT
PLANS").
TRUE AND COMPLETE COPIES OF EACH OF THE BENEFIT PLANS (OR A SUMMARY
THEREOF) HAVE BEEN MADE AVAILABLE BY SELLER TO PURCHASER. SELLER DOES NOT
MAINTAIN "EMPLOYEE PENSION BENEFIT PLANS," WITHIN THE MEANING OF SECTION 3(2) OF
ERISA OR A 401(K)PLAN.
6.16
TAXES.
ALL MATERIAL TAX RETURNS REQUIRED TO BE FILED WITH RESPECT
TO THE BUSINESS FOR ALL PERIODS THROUGH AND INCLUDING THE CLOSING DATE HAVE BEEN
DULY AND TIMELY FILED
WITH THE APPROPRIATE GOVERNMENTAL AUTHORITIES IN ALL JURISDICTIONS IN WHICH SUCH
TAX RETURNS ARE REQUIRED TO BE FILED, AND SUCH TAX RETURNS ARE TRUE, CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS.
ALL TAXES SHOWN AS DUE ON SUCH TAX RETURNS
HAVE BEEN TIMELY PAID.
ALL MATERIAL TAXES REQUIRED TO BE WITHHELD AND PAID WITH
RESPECT TO (I) SELLER'S BUSINESS; OR (II) ANY AMOUNTS OWED BY SELLER TO ANY
EMPLOYEE, CREDITOR, INDEPENDENT CONTRACTOR OR OTHER THIRD PARTY HAVE BEEN DULY
AND TIMELY WITHHELD AND PAID.
TO THE KNOWLEDGE OF SELLER, THERE ARE NO PENDING
OR THREATENED AUDITS OR INVESTIGATIONS WITH RESPECT TO TAXES RELATING TO THE
REAL PROPERTY OR SELLER'S BUSINESS.
6.17
HAZARDOUS SUBSTANCES.
TO SELLER'S KNOWLEDGE, NO HAZARDOUS
SUBSTANCES HAVE BEEN STORED ON THE REAL PROPERTY, AND SELLER IS NOT SUBJECT TO
ANY PENDING OR, TO SELLER'S KNOWLEDGE, THREATENED ENFORCEMENT OR INVESTIGATORY
ACTION BY ANY GOVERNMENTAL AUTHORITIES REGARDING HAZARDOUS SUBSTANCES WITH
RESPECT TO THE REAL PROPERTY.
6.18
"AS IS" SALE.
(A)
PURCHASER EXPRESSLY ACKNOWLEDGES AND