SUCH TRANSFEROR, NO OTHER UNION OR
LABOR ORGANIZATION HAS ATTEMPTED TO ORGANIZE ANY OF THE EMPLOYEES OF METRÓPOLIS
OR PROSER.
(D)
EXCEPT AS SET FORTH IN SECTION 4.12(D) OF THE METRÓPOLIS
DISCLOSURE SCHEDULE AND EXCEPT FOR SUCH EXCEPTIONS AS HAVE NOT HAD, AND INSOFAR
AS THE TRANSFERORS CAN REASONABLY FORESEE ARE NOT LIKELY TO HAVE, A METRÓPOLIS
MATERIAL ADVERSE EFFECT, (I) METRÓPOLIS AND PROSER HAVE COMPLIED WITH ALL
OBLIGATIONS AND LEGAL REQUIREMENTS RELATING TO EMPLOYMENT, SOCIAL SECURITY, AND
LABOR, INCLUDING PAYMENT OF ALL DUE AND PAYABLE SOCIAL SECURITY CONTRIBUTIONS,
PENSION FUND CONTRIBUTIONS, MANDATORY HEALTH CARE CONTRIBUTIONS AND SEVERANCE
BENEFITS FOR WHICH METRÓPOLIS AND PROSER MIGHT BE LIABLE; (II) THERE ARE, AND
SINCE THE FORMATION OF METRÓPOLIS OR PROSER HAVE BEEN, NO COMPLAINTS OR
GRIEVANCES THAT HAVE BEEN FORMALLY FILED WITH METRÓPOLIS OR PROSER OR ANY
GOVERNMENTAL AUTHORITY (OR TO THE KNOWLEDGE OF SUCH TRANSFEROR, THREATENED) BY
ANY EMPLOYEE, CONSULTANT, SERVICE PROVIDER, CUSTOMER, SOCIAL SECURITY
INSTITUTION, GOVERNMENTAL AUTHORITY WITH JURISDICTION TO ENFORCE LABOR AND
SOCIAL SECURITY LAWS, OR VENDOR OF METRÓPOLIS OR PROSER OR FORMER EMPLOYEE,
CONSULTANT, SERVICE PROVIDER, VENDOR, OR CUSTOMER OF METRÓPOLIS OR PROSER WHICH
ARE UNSETTLED OR UNRESOLVED; AND (III) TO THE KNOWLEDGE OF SUCH TRANSFEROR, NO
FACTS OR CIRCUMSTANCES EXIST THAT WOULD REASONABLY BE EXPECTED TO RESULT IN A
CLAIM OF WRONGFUL TERMINATION, EMPLOYMENT DISCRIMINATION, OR OTHER RELATED CLAIM
BY ANY CURRENT OR FORMER EMPLOYEE OF METRÓPOLIS OR PROSER, OR ANY SOCIAL
SECURITY INSTITUTION OR GOVERNMENTAL AUTHORITY WITH JURISDICTION TO ENFORCE
LABOR AND SOCIAL SECURITY LAWS, AGAINST METRÓPOLIS OR PROSER OR ANY DIRECTOR OR
OFFICER OF METRÓPOLIS OR PROSER IN THEIR CAPACITY AS A DIRECTOR OR OFFICER.
(E)
EXCEPT AS SET FORTH IN SECTION 4.12(E) OF THE METRÓPOLIS
DISCLOSURE SCHEDULE, METRÓPOLIS AND PROSER HAVE ACCURATELY ACCRUED IN THE
METRÓPOLIS FINANCIAL STATEMENTS FOR ALL EMPLOYEE AND MANAGEMENT BONUSES,
APPLICABLE PENSION, APPLICABLE HEALTH CARE, VACATION, AND OTHER EXPENSES RELATED
TO EMPLOYMENT.
SECTION 4.12(E) OF THE METRÓPOLIS DISCLOSURE SCHEDULE SETS FORTH
A TRUE, CORRECT, AND COMPLETE ACCRUAL OF ALL BONUSES OWED TO CURRENT AND FORMER
EMPLOYEES AND MANAGEMENT AS OF THE DATE OF THIS AGREEMENT.
Section 4.13
Legal Compliance.
Except as set forth in Section 4.13 of
the Metrópolis Disclosure Schedule, Metrópolis and Proser (a) are in compliance
with, and have conducted their respective businesses so as to comply with, the
terms of their respective Licenses and all applicable Laws, (b) have all
Licenses that are required to operate their respective businesses, and (c) no
Legal Proceeding, claim, demand, or notice has been filed or commenced against
Metrópolis or Proser alleging any failure to so comply.
Without limiting the
generality of the preceding sentence, neither Metrópolis, nor Proser, nor any of
their respective directors, officers, employees, or agents, has made, offered to
make, or directed others to make or offer or make, any payment, or has given,
offered to give, or directed others to give or offer or give, anything of value,
directly or indirectly, to any official or representative of any Governmental
Authority or
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political party or