UNFAIR LABOR PRACTICE OR OTHER
SIMILAR LABOR ACTIVITY AGAINST ANY OF THE COMPANIES THAT WOULD MATERIALLY
DISRUPT THE CONDUCT OF THE BUSINESS.
(B)
THE COMPANIES ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES, INCLUDING ALL LAWS
RESPECTING TERMS AND CONDITIONS OF EMPLOYMENT, HEALTH AND SAFETY, WAGES AND
HOURS, IMMIGRATION, EMPLOYMENT DISCRIMINATION, DISABILITY RIGHTS OR BENEFITS,
EQUAL OPPORTUNITY, PLANT CLOSURES AND LAYOFFS, AFFIRMATION ACTION, WORKERS'
COMPENSATION, LABOR RELATIONS AND UNEMPLOYMENT INSURANCE, AND THERE ARE NO
MATERIAL ACTIONS, PENDING OR, TO THE KNOWLEDGE OF THE SELLERS, THREATENED
AGAINST ANY COMPANY, BY OR ON BEHALF OF ANY CURRENT OR FORMER EMPLOYEE OR ANY
CLASS OF THE FOREGOING, RELATING TO ANY OF THE FOREGOING APPLICABLE LAWS AND
REGULATIONS, OR ALLEGING BREACH OF ANY EXPRESS OR IMPLIED CONTRACT OF
EMPLOYMENT, WRONGFUL TERMINATION OF EMPLOYMENT, OR ALLEGING ANY OTHER
DISCRIMINATORY, WRONGFUL OR TORTIOUS CONDUCT IN CONNECTION WITH THE EMPLOYMENT
RELATIONSHIP.
FROM JANUARY 1, 2005 TO THE DATE OF THIS AGREEMENT, NO COMPANY
HAS RECEIVED ANY WRITTEN NOTICE OF THE INTENT OF THE EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, THE DEPARTMENT OF
LABOR OR ANY OTHER GOVERNMENTAL ENTITY RESPONSIBLE FOR THE ENFORCEMENT OF LABOR
OR EMPLOYMENT LAWS TO CONDUCT AN INVESTIGATION WITH RESPECT TO ANY COMPANY, AND
NO SUCH INVESTIGATION IS IN PROGRESS.
(C)
THE COMPANIES ARE AND HAVE BEEN IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL NOTICE AND OTHER REQUIREMENTS UNDER THE WORKERS' ADJUSTMENT
AND RETRAINING NOTIFICATION ACT (THE "WARN ACT") AND ANY SIMILAR FOREIGN, STATE
OR LOCAL LAWS RELATING TO PLANT CLOSINGS AND
41
LAYOFFS.
SCHEDULE 5.9(C) OF THE SELLERS DISCLOSURE SCHEDULES SETS FORTH A TRUE
AND COMPLETE LIST OF THE NAMES AND SITES OF EMPLOYMENT OR FACILITIES OF THOSE
EMPLOYEES WHO SUFFERED AN "EMPLOYMENT LOSS" (AS DEFINED IN THE WARN ACT) AT ANY
SITE OF EMPLOYMENT OR FACILITY OF ANY COMPANY DURING THE NINETY (90)-DAY PERIOD
PRIOR TO THE DATE OF THIS AGREEMENT.
(D)
TO THE KNOWLEDGE OF THE SELLERS, THE COMPANIES HAVE, SINCE
JANUARY 1, 2005, PROPERLY CLASSIFIED, UNDER APPLICABLE LAW, EACH OF ITS
EMPLOYEES AS EMPLOYEES, AND EACH OF ITS INDEPENDENT CONTRACTORS AS INDEPENDENT
CONTRACTORS, AND HAVE TREATED EACH PERSON CLASSIFIED BY IT AS AN EMPLOYEE OR
INDEPENDENT CONTRACTOR CONSISTENTLY WITH SUCH STATUS.
THERE IS NO PROCEEDING
PENDING OR, TO THE KNOWLEDGE OF THE SELLERS, THREATENED AGAINST ANY COMPANY
CHALLENGING THE CLASSIFICATION OF ANY PERSON AS AN EMPLOYEE OR AN INDEPENDENT
CONTRACTOR, INCLUDING ANY CLAIM FOR UNPAID BENEFITS, FOR OR ON BEHALF OF, ANY
SUCH PERSON.
(E)
TO THE KNOWLEDGE OF THE SELLERS, NO EMPLOYEE OF ANY COMPANY IS IN
ANY MATERIAL RESPECT IN VIOLATION OF ANY TERM OF ANY EMPLOYMENT AGREEMENT,
NONDISCLOSURE AGREEMENT, COMMON LAW NONDISCLOSURE OBLIGATION, NONCOMPETITION
AGREEMENT, RESTRICTIVE COVENANT OR OTHER OBLIGATION TO A FORMER EMPLOYER OF ANY
SUCH EMPLOYEE RELATING (I) TO THE RIGHT OF ANY SUCH EMPLOYEE TO BE EMPLOYED BY
ANY COMPANY OR (II) TO THE KNOWLEDGE OR USE OF TRADE SECRETS OR PROPRIETARY
INFORMATION.
(F)
SUBJECT TO SECTION 7.1(B), SCHEDULE 5.9(F) OF THE