IN ANY
DISPUTE OR LITIGATION WITH AN EMPLOYEE OF THE BUSINESS OR FORMER EMPLOYEE OF THE
BUSINESS REGARDING INTELLECTUAL PROPERTY MATTERS.
(F)
EXCEPT AS DISCLOSED IN SCHEDULE 3.15(F), (I) SELLER DOES NOT HAVE
AN ESTABLISHED SEVERANCE PAY PRACTICE OR POLICY; (II) NO EMPLOYEE OF THE
BUSINESS IS ENTITLED TO ANY SEVERANCE PAY, BONUS COMPENSATION, ACCELERATION OF
PAYMENT OR VESTING OF ANY EQUITY INTEREST, OR OTHER PAYMENT FROM SELLER OR BUYER
(OTHER THAN ACCRUED SALARY, VACATION, OR OTHER PAID TIME OFF IN ACCORDANCE WITH
THE POLICIES OF SELLER) AS A RESULT OF OR IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR AS A RESULT OF ANY
TERMINATION BY THE BUSINESS ON OR AFTER THE CLOSING OF ANY PERSON EMPLOYED BY
SELLER ON OR PRIOR TO THE CLOSING DATE.
(G)
SELLER IS IN COMPLIANCE WITH ALL CURRENTLY APPLICABLE LAWS
RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF
EMPLOYMENT AND WAGES AND HOURS. SELLER IS NOT ENGAGED, AND TO SELLER'S KNOWLEDGE
HAS NEVER ENGAGED, IN ANY UNFAIR LABOR PRACTICE OF ANY NATURE. THE EMPLOYEES OF
THE BUSINESS HAVE BEEN, AND CURRENTLY ARE, PROPERLY CLASSIFIED UNDER THE FAIR
LABOR STANDARDS ACT OF 1938, AS AMENDED, AND UNDER ANY APPLICABLE STATE LAW.
SELLER HAS NOT FAILED TO PAY, ANY OF ITS EMPLOYEES, CONSULTANTS OR CONTRACTORS
FOR ANY WAGES (INCLUDING OVERTIME), SALARIES, COMMISSIONS, BONUSES, BENEFITS OR
OTHER DIRECT
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COMPENSATION FOR ANY SERVICES PERFORMED BY THEM TO THE DATE HEREOF OR AMOUNTS
REQUIRED TO BE REIMBURSED TO SUCH INDIVIDUALS.
(H)
SELLER, AND EACH EMPLOYEE OF THE BUSINESS, IS IN COMPLIANCE WITH
ALL APPLICABLE VISA AND WORK PERMIT REQUIREMENTS, AND NO VISA OR WORK PERMIT
HELD BY AN EMPLOYEE OF THE BUSINESS WILL EXPIRE DURING THE SIX MONTH PERIOD
FOLLOWING THE DATE OF THIS AGREEMENT.
3.16
ENVIRONMENTAL COMPLIANCE.
(A)
THE SELLER HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL FEDERAL,
STATE AND LOCAL LAWS (INCLUDING, WITHOUT LIMITATION, CASE LAW, RULES,
REGULATIONS, ORDERS, JUDGMENTS, DECREES, PERMITS, LICENSES AND GOVERNMENTAL
APPROVALS) WHICH ARE INTENDED TO PROTECT THE ENVIRONMENT AND/OR HUMAN HEALTH OR
SAFETY (COLLECTIVELY, "ENVIRONMENTAL LAWS"); AND
(B)
THE SELLER HAS NOT HANDLED, GENERATED, USED, STORED, TRANSPORTED
OR DISPOSED OF ANY MATERIAL, SUBSTANCE OR WASTE WHICH IS REGULATED BY
ENVIRONMENTAL LAWS ("HAZARDOUS MATERIALS"), EXCEPT WHERE SUCH HANDLING,
GENERATION, USE, STORAGE, TRANSPORTATION OR DISPOSAL HAS NOT HAD, AND COULD NOT
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT. THE FOREGOING DOES
NOT CONSTITUTE A REPRESENTATION OR WARRANTY THAT NO VIOLATION OF ENVIRONMENTAL
LAWS HAS OCCURRED WITH RESPECT TO PREMISES OCCUPIED BY THE SELLER, ALTHOUGH
SELLER HAS NO KNOWLEDGE OF ANY SUCH VIOLATION.
3.17
CUSTOMERS AND SUPPLIERS. SELLER HAS NOT RECEIVED NOTICE FROM AND IS
NOT OTHERWISE AWARE THAT (A) ANY CUSTOMER (OR GROUP OF CUSTOMERS UNDER COMMON
OWNERSHIP OR CONTROL) THAT ACCOUNTED FOR A MATERIAL PERCENTAGE OF THE AGGREGATE
PRODUCTS AND SERVICES FURNISHED BY THE BUSINESS DURING THE PAST 18 MONTHS HAS
STOPPED OR INTENDS TO STOP PURCHASING THE PRODUCTS OR SERVICES OF THE BUSINESS
OR (B) ANY SUPPLIER (OR GROUP