THE ORDINARY COURSE) AND NO FACT OR EVENT
EXISTS THAT COULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO
GIVE RISE TO ANY SUCH ACTION, SUIT OR CLAIM.
(D)
EACH EMPLOYEE BENEFIT PLAN OR TRUST WHICH IS
INTENDED TO BE QUALIFIED OR EXEMPT FROM TAXATION UNDER SECTION 401(A), 401(K) OR
501(A) OF THE CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS
THAT IT IS SO QUALIFIED OR EXEMPT, AND, TO THE KNOWLEDGE OF ANY SELLER, NOTHING
HAS OCCURRED SINCE THE DATE OF SUCH DETERMINATION LETTER THAT WOULD ADVERSELY
AFFECT THE QUALIFIED OR EXEMPT STATUS OF ANY EMPLOYEE BENEFIT PLAN OR RELATED
TRUST.
(E)
NO SELLER OR ANY ERISA AFFILIATE OF ANY
SELLER HAS ANY CURRENT OR FUTURE OBLIGATION OR LIABILITY WITH RESPECT TO AN
EMPLOYEE BENEFIT PLAN PURSUANT TO THE PROVISIONS OF A COLLECTIVE BARGAINING
AGREEMENT.
NO SELLER EMPLOYEES ARE SUBJECT TO AN EMPLOYEE LEASING AGREEMENT OR
SIMILAR ARRANGEMENT.
(F)
NO PERSON THAT WAS ENGAGED BY ANY SELLER
OR ANY ERISA AFFILIATE OF ANY SELLER AS AN INDEPENDENT CONTRACTOR OR IN ANY
OTHER NON-EMPLOYEE CAPACITY CAN OR WILL BE CHARACTERIZED OR DEEMED TO BE AN
EMPLOYEE OF ANY SELLER OR ANY ERISA AFFILIATE OF ANY SELLER UNDER ANY APPLICABLE
LAWS FOR ANY PURPOSE WHATSOEVER INCLUDING, WITHOUT LIMITATION, FOR PURPOSES OF
FEDERAL, STATE AND LOCAL INCOME TAXATION, WORKERS' COMPENSATION AND UNEMPLOYMENT
INSURANCE AND ELIGIBILITY FOR ANY EMPLOYEE BENEFIT PLAN.
5.1.18.
AFFILIATE TRANSACTIONS.
EXCEPT AS DISCLOSED IN SCHEDULE
5.1.18(A), THERE ARE NO OUTSTANDING PAYABLES, RECEIVABLES, LOANS, ADVANCES AND
OTHER SIMILAR ACCOUNTS BETWEEN ANY SELLER, ON THE ONE HAND, AND ANY OF ITS
AFFILIATES, ON THE OTHER HAND, RELATING TO THE PURCHASED ASSETS.
25
5.1.19.
CUSTOMER, SUPPLIER AND EMPLOYEE RELATIONS.
SCHEDULE
5.1.19 INCLUDES A COMPLETE AND CORRECT LIST OF (A) ALL CUSTOMERS OF THE BUSINESS
WHO HAVE MADE AGGREGATE PURCHASES IN EXCESS OF 5% OF THE TOTAL REVENUES OF THE
BUSINESS TO DATE IN CALENDAR YEAR 2008 AND (B) ALL SUPPLIERS FROM WHOM SELLERS
HAVE PURCHASED IN EXCESS OF $25,000 IN EQUIPMENT OR SUPPLIES TO DATE IN CALENDAR
YEAR 2008.
THE RELATIONSHIPS OF SELLERS WITH SUCH CUSTOMERS AND SUPPLIERS AND
THE EMPLOYEES OF SELLERS ARE GOOD COMMERCIAL WORKING RELATIONSHIPS AND, EXCEPT
AS DISCLOSED IN SCHEDULE 5.1.19, NONE OF SUCH CUSTOMERS, SUPPLIERS OR EMPLOYEES
HAS CANCELED, TERMINATED OR OTHERWISE MATERIALLY ALTERED OR NOTIFIED ANY SELLER
OF ANY INTENTION TO CANCEL, TERMINATE OR MATERIALLY ALTER ITS RELATIONSHIP WITH
ANY SELLER SINCE JANUARY 1, 2008 AND, TO THE KNOWLEDGE OF ANY SELLER, THERE WILL
NOT BE ANY SUCH CHANGE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
5.1.20.
OTHER EMPLOYMENT MATTERS.
(A)
NO SELLER IS A PARTY TO
ANY LABOR OR COLLECTIVE BARGAINING AGREEMENT; THERE ARE NO LABOR OR COLLECTIVE
BARGAINING AGREEMENTS WHICH PERTAIN TO ANY LEADER DESIGNATED EMPLOYEE (AS
DEFINED BELOW); AND NO LEADER DESIGNATED EMPLOYEE IS REPRESENTED BY ANY LABOR
ORGANIZATION.
(B)
NO LABOR ORGANIZATION OR GROUP OF LEADER
DESIGNATED EMPLOYEES HAS MADE A PENDING DEMAND FOR RECOGNITION, THERE ARE NO
REPRESENTATION PROCEEDINGS OR PETITIONS SEEKING A REPRESENTATION