or accounting firm) describing the
tax consequences of such transaction) or (ii) is a "tax shelter" within the
meaning of Code Section 6662(d)(2)(C)(iii).
3.13
Labor Matters; Employee Benefit Plans.
(A)
LABOR CONTROVERSIES.
EXCEPT AS DESCRIBED
ON SCHEDULE 3.13(A), (I) THE SOLD COMPANIES AND THE SUBSIDIARIES ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS RESPECTING OR
PERTAINING TO EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF
EMPLOYMENT AND WAGES AND HOURS (INCLUDING WITHOUT LIMITATION, EQUAL EMPLOYMENT
OPPORTUNITIES AND DISCRIMINATION), (II) THERE IS NO UNFAIR LABOR PRACTICE
COMPLAINT OR GRIEVANCE PENDING, OR TO THE SELLER'S KNOWLEDGE THREATENED, AGAINST
ANY OF THE SOLD COMPANIES OR SUBSIDIARIES BEFORE THE NATIONAL LABOR RELATIONS
BOARD OR BEFORE ANY SIMILAR GOVERNMENTAL AUTHORITY IN ANY OTHER JURISDICTION,
(III) THERE IS NO LABOR STRIKE, DISPUTE, GRIEVANCE, SLOWDOWN OR STOPPAGE OR ANY
UNION ORGANIZATIONAL EFFORT ACTUALLY PENDING OR THREATENED AGAINST OR AFFECTING
ANY OF THE SOLD COMPANIES OR SUBSIDIARIES, (IV) WITHIN THE PAST THREE YEARS,
NONE OF THE SOLD COMPANIES OR SUBSIDIARIES HAS EXPERIENCED ANY STRIKE OR WORK
STOPPAGE AND (V) NONE OF THE SOLD COMPANIES OR SUBSIDIARIES IS A PARTY TO, OR
SUBJECT TO, A COLLECTIVE BARGAINING AGREEMENT WITH ANY LABOR UNION OR OTHER
PERSON, AND NO COLLECTIVE BARGAINING AGREEMENT RELATING TO ANY OF THE EMPLOYEES
OF ANY OF THE SOLD COMPANIES OR SUBSIDIARIES, IS CURRENTLY BEING NEGOTIATED.
(B)
EMPLOYEE BENEFIT PLANS.
EXCEPT AS SET FORTH
IN SCHEDULE 3.13(B):
(I)
SCHEDULE 3.13(B), PARTS I AND II, SETS
FORTH A COMPLETE LIST OF EACH MATERIAL "EMPLOYEE BENEFIT PLAN" (WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA")), ALL MATERIAL SEVERANCE, CHANGE IN CONTROL, EMPLOYMENT OR
CONSULTING PLANS, PROGRAMS OR AGREEMENTS, AND ALL MATERIAL VACATION, FRINGE
BENEFIT, INCENTIVE, DEFERRED COMPENSATION, BONUS, RETIREMENT, PENSION,
INDIVIDUAL ANNUITY POLICIES (OTHER THAN ANY INVESTMENT HELD IN CONNECTION WITH
ANOTHER BENEFIT PLAN), EMPLOYEE INSURANCE PROGRAMS, STOCK OPTION, STOCK
PURCHASE, AND RESTRICTED STOCK PLANS, PROGRAMS OR POLICIES, (WHETHER FOREIGN OR
DOMESTIC, FORMAL OR INFORMAL, WRITTEN OR, TO THE KNOWLEDGE OF THE SELLER, ORAL),
OTHER THAN THOSE REQUIRED TO BE PROVIDED UNDER FOREIGN LAW OR BY A FOREIGN
GOVERNMENTAL AUTHORITY, WHICH ARE SPONSORED OR MAINTAINED BY OR ON BEHALF OF, OR
REQUIRED TO BE CONTRIBUTED TO OR ARE CONTRIBUTED TO BY, THE SELLER OR ANY OF THE
SOLD COMPANIES OR SUBSIDIARIES, AND UNDER WHICH ANY DIRECTOR, OFFICER, EMPLOYEE,
FORMER EMPLOYEE, INDEPENDENT CONTRACTOR OR CONSULTANT OF ANY OF THE
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Sold Companies or Subsidiaries participates or receives benefits or is entitled
to participate or receive benefits now or in the future (collectively, the
"Benefit Plans").
The Seller has delivered or made available (or has caused the
Sold Companies and Subsidiaries to deliver or make available) to the Buyer
copies of all Benefit Plans and any related trust documents and summary plan
descriptions set forth in Part I of Schedule 3.13(b).
(II)
THE BENEFIT PLANS (INCLUDING ANY RELATED
TRUST DOCUMENTS AND SUMMARY PLAN DESCRIPTIONS) ARE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF ERISA