ALL OF THE INSURANCE
POLICIES AND FIDELITY BONDS COVERING THE PURCHASED ASSETS, THE BUSINESS AND
OPERATIONS OF THE BUSINESS AND ITS EMPLOYEES. SELLER HAS FURNISHED TO BUYER TRUE
AND COMPLETE COPIES OF ALL INSURANCE POLICIES AND FIDELITY BONDS LISTED IN
SCHEDULE 3.13. THERE IS NO CLAIM BY SELLER PENDING UNDER ANY OF SUCH POLICIES OR
BONDS AS TO WHICH COVERAGE HAS BEEN QUESTIONED, DENIED OR DISPUTED BY THE
UNDERWRITERS OF SUCH POLICIES OR BONDS. ALL PREMIUMS PAYABLE UNDER ALL SUCH
POLICIES AND BONDS HAVE BEEN PAID AND SELLER IS OTHERWISE IN FULL COMPLIANCE
WITH THE TERMS AND CONDITIONS OF ALL SUCH POLICIES AND BONDS. SUCH POLICIES OF
INSURANCE AND BONDS (OR OTHER POLICIES AND BONDS PROVIDING SUBSTANTIALLY SIMILAR
INSURANCE COVERAGE) HAVE BEEN EFFECT SINCE JANUARY 1, 2005 AND REMAIN IN FULL
FORCE AND EFFECT. SUCH POLICIES OF INSURANCE AND BONDS ARE OF THE TYPE AND IN
AMOUNTS CUSTOMARILY CARRIED BY PERSONS CONDUCTING BUSINESSES SIMILAR TO THE
BUSINESS. SELLER
19
DOES NOT KNOW OF ANY THREATENED TERMINATION OF, OR PREMIUM INCREASE WITH RESPECT
TO, ANY OF SUCH POLICIES OR BONDS.
3.14
COMPLIANCE WITH LAWS.
(A)
SELLER IS NOT AND HAS NOT BEEN IN VIOLATION OF ANY APPLICABLE
PROVISIONS OF ANY LAWS, STATUTES, ORDINANCES OR REGULATIONS AND TO SELLER'S
KNOWLEDGE IS NOT UNDER INVESTIGATION WITH RESPECT TO AND HAS NOT BEEN THREATENED
TO BE CHARGED WITH OR GIVEN NOTICE OF ANY VIOLATION OF, ANY LAW, RULE, ORDINANCE
OR REGULATION APPLICABLE TO THE PURCHASED ASSETS OR THE CONDUCT OF THE BUSINESS.
(B)
SCHEDULE 3.14(B) CORRECTLY DESCRIBES EACH GOVERNMENTAL LICENSE,
PERMIT, CONCESSION OR FRANCHISE (A "PERMIT") MATERIAL TO THE BUSINESS, TOGETHER
WITH THE NAME OF THE GOVERNMENTAL AGENCY OR ENTITY ISSUING SUCH PERMIT. EXCEPT
AS SET FORTH ON SCHEDULE 3.14(B), SUCH PERMITS ARE VALID AND IN FULL FORCE AND
EFFECT AND, ASSUMING THE RELATED REQUIRED CONSENTS HAVE BEEN OBTAINED PRIOR TO
THE CLOSING DATE, ARE TRANSFERABLE BY SELLER AND WILL NOT BE TERMINATED OR
IMPAIRED OR BECOME TERMINABLE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED
HEREBY. UPON CONSUMMATION OF SUCH TRANSACTIONS, BUYER WILL, ASSUMING THE RELATED
REQUIRED CONSENTS HAVE BEEN OBTAINED PRIOR TO THE CLOSING DATE, HAVE ALL OF THE
RIGHT, TITLE AND INTEREST IN ALL THE PERMITS.
(C)
SELLER IS NOT IN DEFAULT UNDER, AND NO CONDITION EXISTS THAT WITH
NOTICE OR LAPSE OF TIME OR BOTH WOULD CONSTITUTE A DEFAULT UNDER, ANY JUDGMENT,
ORDER OR INJUNCTION OF ANY COURT, ARBITRATOR OR GOVERNMENTAL BODY, AGENCY,
OFFICIAL OR AUTHORITY.
3.15
EMPLOYEES.
(A)
SCHEDULE 3.15 SETS FORTH, WITH RESPECT TO EACH EMPLOYEE OF SELLER
WHO IS EMPLOYED IN THE BUSINESS (INCLUDING ANY SUCH EMPLOYEE OF SELLER WHO IS ON
A LEAVE OF ABSENCE) (I) THE NAME OF SUCH EMPLOYEE AND THE DATE AS OF WHICH SUCH
EMPLOYEE WAS ORIGINALLY HIRED BY SELLER, AND WHETHER THE EMPLOYEE IS ON AN
ACTIVE OR INACTIVE STATUS; (II) SUCH EMPLOYEE'S TITLE; (III) SUCH EMPLOYEE'S
ANNUALIZED COMPENSATION AS OF THE DATE OF THIS AGREEMENT, INCLUDING BASE SALARY,
VACATION AND/OR PAID TIME OFF ACCRUAL AMOUNTS, BONUS AND/OR COMMISSION
POTENTIAL, EQUITY