SHARING, DEFERRED COMPENSATION,
INCENTIVE COMPENSATION, STOCK OWNERSHIP, STOCK PURCHASE, STOCK OPTION, PHANTOM
STOCK, STOCK APPRECIATION, RETIREMENT, VACATION, SEVERANCE, RETENTION,
DISABILITY, DEATH BENEFIT, FRINGE BENEFIT, HOSPITALIZATION, MEDICAL, RETIREE
MEDICAL, DENTAL, TUITION, SICK LEAVE, MATERNITY, PATERNITY OR FAMILY LEAVE,
HEALTH CARE REIMBURSEMENT, DEPENDENT CARE ASSISTANCE, OR OTHER SIMILAR BENEFIT
ARRANGEMENTS (THE "SELLER BENEFIT PLANS") BUT EXCLUDING FOR THIS PURPOSE ANY
PLAN MAINTAINED BY A GOVERNMENTAL ENTITY (INCLUDING, WITHOUT LIMITATION, THE
U.S. SOCIAL SECURITY SYSTEM, MEDICARE AND OTHER SIMILAR PROGRAMS).
(B)
SCHEDULE 3.10(B) OF THE DISCLOSURE SCHEDULE CONTAINS A LIST OF THE
NAME, JOB TITLE, LOCATION, CURRENT BASE SALARY AND THE AMOUNT OF ANY BONUS PAID
IN RESPECT OF THE 2005 FISCAL YEAR, AND SERVICE DATE OF EACH EMPLOYEE OF THE
COMPANY.
SECTION 3.11
LABOR MATTERS. AS OF THE DATE OF THIS AGREEMENT, EXCEPT
AS SET FORTH IN SCHEDULE 3.11 OF THE DISCLOSURE SCHEDULE:
(A)
THE COMPANY IS NOT A PARTY TO OR OTHERWISE BOUND BY ANY COLLECTIVE
BARGAINING AGREEMENT, CONTRACT OR OTHER AGREEMENT OR UNDERSTANDING WITH A LABOR
UNION OR LABOR
8
organization, nor, as of the date hereof, is the Company the subject of any
material proceeding asserting that the Company has committed an unfair labor
practice or seeking to compel it to bargain with any labor union or labor
organization nor is there pending or, to the knowledge of Seller, threatened,
nor has there been for the past two (2) years, any labor strike, dispute,
walk-out, work stoppage or slow-down involving the Company.
(B)
THERE IS NO LOCKOUT (OR OTHER SIMILAR ACTION) OF ANY EMPLOYEES BY
THE COMPANY, AND NO SUCH ACTION IS CONTEMPLATED AS OF THE DATE HEREOF BY THE
COMPANY.
(C)
THE COMPANY IS NOT DELINQUENT IN PAYMENTS TO ANY EMPLOYEES FOR ANY
WAGES, SALARIES, COMMISSIONS, BONUSES OR OTHER COMPENSATION FOR ANY SERVICES
PERFORMED BY THEM RELATING TO THE COMPANY OR AMOUNTS REQUIRED TO BE REIMBURSED
TO SUCH EMPLOYEES.
SECTION 3.12
COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATIONS.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 3.12(A) OF THE DISCLOSURE
SCHEDULE:
(I)
THE COMPANY HAS NOT BEEN, AND IS NOT BEING, OPERATED IN VIOLATION
OF ANY LAWS, EXCEPT FOR VIOLATIONS OR POSSIBLE VIOLATIONS THAT, INDIVIDUALLY OR
IN THE AGGREGATE, ARE NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON
THE COMPANY.
(II)
NO INVESTIGATION OR REVIEW BY ANY GOVERNMENTAL ENTITY WITH
RESPECT TO THE COMPANY IS PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED,
NOR HAS ANY GOVERNMENTAL ENTITY INDICATED AN INTENTION TO CONDUCT THE SAME,
EXCEPT FOR THOSE THE OUTCOME OF WHICH ARE NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
(III)
THE COMPANY HAS OBTAINED AND IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL MATERIAL GOVERNMENTAL PERMITS, LICENSES, FRANCHISES,
REGISTRATIONS, CERTIFICATIONS, VARIANCES, EXEMPTIONS, ORDERS AND OTHER
GOVERNMENTAL AUTHORIZATIONS, CONSENTS AND APPROVALS NECESSARY TO CONDUCT ITS
BUSINESS AS PRESENTLY CONDUCTED EXCEPT THOSE THE ABSENCE OF WHICH ARE NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT ON THE COMPANY.
(B)
THIS SECTION 3.12