AND
THE EMPLOYMENT OF LABOR, INCLUDING PROVISIONS THEREOF RELATING TO WAGES, HOURS,
EQUAL OPPORTUNITY, COLLECTIVE BARGAINING AND THE PAYMENT OF SOCIAL SECURITY AND
OTHER TAXES.
THE SELLER IS NOT DELINQUENT IN PAYMENTS TO ANY OF ITS EMPLOYEES
FOR ANY WAGES, SALARIES, COMMISSIONS, BONUSES OR OTHER DIRECT COMPENSATION FOR
ANY SERVICES PERFORMED BY THEM OR AMOUNTS REQUIRED TO BE REIMBURSED TO SUCH
EMPLOYEES AND UPON ANY TERMINATION OF THE EMPLOYMENT OF ANY SUCH EMPLOYEES.
(C)
EXCEPT AS SET FORTH IN SECTION 2.12 OF THE
DISCLOSURE SCHEDULE, THE SELLER DOES NOT MAINTAIN OR CONTRIBUTE TO, OR HAVE ANY
OBLIGATION TO CONTRIBUTE TO, ANY EMPLOYEE BENEFIT PLAN OR ANY OTHER MATERIAL
PERQUISITE OR BENEFIT TO OFFICERS, EMPLOYEES OR CONSULTANTS OF THE SELLER.
2.13
ENVIRONMENTAL MATTERS.
THE SELLER HAS COMPLIED
WITH ALL APPLICABLE ENVIRONMENTAL LAWS.
THERE IS NO PENDING OR, TO THE
KNOWLEDGE OF THE SELLER, THREATENED CIVIL OR CRIMINAL LITIGATION, WRITTEN NOTICE
OF VIOLATION, FORMAL ADMINISTRATIVE PROCEEDING, OR INVESTIGATION, INQUIRY OR
INFORMATION REQUEST BY ANY GOVERNMENTAL ENTITY, RELATING TO ANY ENVIRONMENTAL
LAW INVOLVING THE SELLER.
THE SELLER HAS NO LIABILITIES OR OBLIGATIONS ARISING
FROM THE RELEASE OF ANY MATERIALS OF ENVIRONMENTAL CONCERN INTO THE ENVIRONMENT.
2.14
LEGAL COMPLIANCE.
THE SELLER IS CURRENTLY
CONDUCTING, AND HAS AT ALL TIMES SINCE ITS FORMATION CONDUCTED, THE ACQUIRED
BUSINESS IN COMPLIANCE WITH EACH APPLICABLE LAW (INCLUDING RULES AND REGULATIONS
THEREUNDER) OF ANY FEDERAL, STATE, LOCAL OR FOREIGN GOVERNMENT, OR ANY
GOVERNMENTAL ENTITY.
THE SELLER HAS NOT RECEIVED ANY NOTICE OR COMMUNICATION
FROM ANY GOVERNMENTAL ENTITY ALLEGING NONCOMPLIANCE WITH ANY APPLICABLE LAW,
RULE OR REGULATION RELATED TO THE ACQUIRED BUSINESS OR ACQUIRED ASSETS.
THE
SELLER HAS NOT RECEIVED ANY PROCEEDS UNDER THE SMALL BUSINESS TECHNOLOGY
TRANSFER GRANT LISTED IN SECTION 2.10(XIII) OF THE DISCLOSURE SCHEDULE (THE
"GRANT"). UNTIL THE SELLER DRAWS FUNDING UNDER THE GRANT, THE SELLER IS NOT
DEEMED TO HAVE ACCEPTED THE GRANT AWARD AND THEREFORE HAS NO OBLIGATIONS UNDER
THE GRANT TERMS AND CONDITIONS.
10
2.15
PERMITS.
SECTION 2.15 OF THE DISCLOSURE SCHEDULE
SETS FORTH A LIST OF ALL PERMITS ISSUED TO OR HELD BY THE SELLER RELATING TO THE
ACQUIRED BUSINESS OR ACQUIRED ASSETS.
SUCH LISTED PERMITS ARE THE ONLY PERMITS
THAT ARE REQUIRED FOR THE SELLER TO CONDUCT THE ACQUIRED BUSINESS AND ACQUIRED
ASSETS AS PRESENTLY CONDUCTED.
EACH SUCH PERMIT IS IN FULL FORCE AND EFFECT;
THE SELLER IS IN COMPLIANCE WITH THE TERMS OF EACH SUCH PERMIT; AND, TO THE
KNOWLEDGE OF THE SELLER, NO SUSPENSION OR CANCELLATION OF SUCH PERMIT IS
THREATENED AND THERE IS NO BASIS FOR BELIEVING THAT SUCH PERMIT WILL NOT BE
RENEWABLE UPON EXPIRATION.
EACH SUCH PERMIT IS ASSIGNABLE BY THE SELLER TO THE
BUYER WITHOUT THE CONSENT OR APPROVAL OF ANY PARTY (OTHER THAN CONSENTS OR
APPROVALS LISTED IN SECTION 2.15 OF THE DISCLOSURE SCHEDULE) AND WILL CONTINUE
IN FULL FORCE AND EFFECT IMMEDIATELY FOLLOWING THE CLOSING.
2.16
CERTAIN BUSINESS RELATIONSHIPS WITH AFFILIATES.
EXCEPT AS SET FORTH IN SECTION 2.16 OF THE DISCLOSURE SCHEDULE, NO AFFILIATE OF
THE SELLER (A) OWNS ANY PROPERTY OR RIGHT,