BEEN ADEQUATELY ACCRUED ON THE BOOKS AND RECORDS OF THE COMPANY.
THERE ARE NO
TAX DEFICIENCIES (INCLUDING PENALTIES AND INTEREST) OF ANY KIND ASSESSED AGAINST
OR RELATING TO EITHER THE BUSINESS WITH RESPECT TO ANY TAXABLE PERIOD ENDING ON
OR BEFORE, OR INCLUDING, THE DATE HEREOF OF A CHARACTER OR NATURE THAT WOULD
RESULT IN LIENS OR CLAIMS ON ANY OF THE COMPANY ASSETS OR THAT WOULD RESULT IN
ANY CLAIM AGAINST BUYER.
(B)
TAX WITHHOLDING.
ALL TAXES THAT THE COMPANY IS REQUIRED BY
LAW TO WITHHOLD OR COLLECT, INCLUDING SALES AND USE TAXES AND AMOUNTS REQUIRED
TO BE WITHHELD FOR TAXES OF EMPLOYEES, CREDITORS AND ALL OTHER THIRD PARTIES
HAVE BEEN DULY WITHHELD OR COLLECTED AND, TO THE EXTENT REQUIRED, HAVE BEEN PAID
OVER TO THE PROPER GOVERNMENTAL AUTHORITY OR ARE HELD IN SEPARATE BANK ACCOUNTS
FOR SUCH PURPOSE.
(C)
NO ACTIONS.
THERE ARE NO ACTIONS WITH RESPECT TO ANY TAXES
OR TAX RETURNS OF THE COMPANY OR THE SUBSIDIARY EITHER (I) CLAIMED OR RAISED BY
ANY GOVERNMENT AUTHORITY IN WRITING OR (II) TO THE SHAREHOLDERS' KNOWLEDGE,
THREATENED OR IMPENDING.
NEITHER THE COMPANY, NOR THE SUBSIDIARY HAS WAIVED ANY
STATUTE OR PERIOD OF LIMITATIONS WITH RESPECT TO ANY TAX OR AGREED, OR BEEN
REQUESTED BY ANY GOVERNMENT AUTHORITY TO AGREE, TO ANY EXTENSION OF TIME WITH
RESPECT TO ANY SUCH TAX.
NO EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX
RETURN OF THE COMPANY OR THE SUBSIDIARY HAS BEEN REQUESTED, GRANTED OR CURRENTLY
IS IN EFFECT.
21
(D)
TAX-EXEMPT PROPERTY.
NONE OF THE COMPANY ASSETS (I) ARE
PROPERTY REQUIRED TO BE TREATED AS BEING OWNED BY ANOTHER PERSON PURSUANT TO THE
PROVISIONS OF SECTION 168(F)(8) OF THE INTERNAL REVENUE CODE OF 1954, AS AMENDED
AND IN EFFECT IMMEDIATELY PRIOR TO THE ENACTMENT OF THE TAX REFORM ACT OF 1986,
OR (II) CONSTITUTES "TAX-EXEMPT USE PROPERTY" OR "TAX-EXEMPT BOND FINANCED
PROPERTY" WITHIN THE MEANING OF SECTION 168 OF THE CODE.
3.15
LABOR MATTERS.
(A)
COMPLIANCE WITH LAWS.
THE COMPANY AND THE SUBSIDIARY ARE IN
MATERIAL COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE LAWS RELATING TO THE
EMPLOYMENT OF LABOR, INCLUDING THE PROVISIONS THEREOF RELATING TO WAGES, HOURS,
COLLECTIVE BARGAINING, AND THE PAYMENT OF SOCIAL SECURITY AND OTHER PAYROLL
AND/OR WITHHOLDING TAXES, AND ARE NOT LIABLE FOR ANY ARREARS OF WAGES OR ANY TAX
OR PENALTY FOR FAILURE TO COMPLY WITH ANY OF THE AFORESAID LAWS OR REQUIREMENTS,
INCLUDING THE NATIONAL LABOR RELATIONS ACT, THE OCCUPATIONAL SAFETY AND HEALTH
ACT OF 1970, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, TITLE VII OF
THE CIVIL RIGHTS ACT OF 1964, THE FAIR LABOR STANDARDS ACT, THE WARN ACT (AS
DEFINED BELOW), AND THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967.
THE
COMPANY AND THE SUBSIDIARY HAVE COMPLETED AND RETAINED THE REQUIRED FORM I-9
EMPLOYMENT VERIFICATION PAPERWORK FOR ALL EXISTING EMPLOYEES PURSUANT TO THE
IMMIGRATION REFORM AND CONTROL ACT OF 1986.
(B)
NO WORK STOPPAGES.
DURING THE PAST [****], THERE HAS NOT
BEEN, THERE IS NOT PRESENTLY PENDING OR EXISTING, AND