OR DELIVERED BY TARGET IS SUBJECT TO ANY
GUARANTY, WARRANTY, OR OTHER INDEMNITY BEYOND THE APPLICABLE STANDARD TERMS AND
CONDITIONS OF SALE SET FORTH IN SECTION 4.21 OF THE DISCLOSURE SCHEDULE OR
EXCEPT AS IMPLIED BY LAW.
4.22
PRODUCT LIABILITY.
TARGET DOES NOT HAVE ANY LIABILITY ARISING OUT
OF ANY INJURY TO INDIVIDUALS OR PROPERTY AS A RESULT OF THE OWNERSHIP OR USE OF
ANY PRODUCT MANUFACTURED, SOLD, LEASED, OR DELIVERED BY TARGET.
4.23
EMPLOYEES.
TO THE KNOWLEDGE OF ANY SELLER, NO EXECUTIVE OR
EMPLOYEE (A) HAS ANY PRESENT INTENTION TO TERMINATE EMPLOYMENT WITH TARGET OR
(B) IS A PARTY TO ANY CONFIDENTIALITY, NON-COMPETITION, PROPRIETARY RIGHTS OR
OTHER SUCH AGREEMENT BETWEEN SUCH EMPLOYEE AND ANY PERSON OTHER THAN TARGET THAT
WOULD BE MATERIAL TO THE PERFORMANCE OF SUCH EMPLOYEE'S EMPLOYMENT DUTIES OR THE
ABILITY OF TARGET TO CONDUCT ITS BUSINESS.
TARGET IS NOT A PARTY TO OR BOUND BY
ANY COLLECTIVE BARGAINING AGREEMENT AND HAS NOT EXPERIENCED ANY STRIKE OR
MATERIAL GRIEVANCE, CLAIM OF UNFAIR LABOR PRACTICES, OR OTHER COLLECTIVE
BARGAINING DISPUTE WITHIN THE PAST 3 YEARS.
TARGET HAS NOT COMMITTED ANY
MATERIAL UNFAIR LABOR PRACTICE.
NEITHER ANY SELLER NOR ANY OF THE MANAGERS AND
OFFICERS OF TARGET HAS ANY KNOWLEDGE OF ANY ORGANIZATIONAL EFFORT PRESENTLY
BEING MADE OR THREATENED BY OR ON BEHALF OF ANY LABOR UNION WITH RESPECT TO
EMPLOYEES OF TARGET.
WITH RESPECT TO THIS TRANSACTION, ANY NOTICE REQUIRED
UNDER ANY LAW OR COLLECTIVE BARGAINING AGREEMENT HAS BEEN GIVEN, AND ALL
BARGAINING OBLIGATIONS WITH ANY EMPLOYEE REPRESENTATIVE HAVE BEEN, OR PRIOR TO
THE CLOSING DATE WILL BE, SATISFIED.
WITHIN THE PAST 3 YEARS, TARGET HAS NOT
IMPLEMENTED ANY PLANT CLOSING OR LAYOFF OF EMPLOYEES THAT COULD IMPLICATE THE
WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT OF 1988, AS AMENDED, OR ANY
SIMILAR FOREIGN, STATE, OR LOCAL LAW, REGULATION, OR ORDINANCE.
4.24
EMPLOYEE BENEFITS.
(A)
SECTION 4.24 OF THE DISCLOSURE SCHEDULE LISTS EACH EMPLOYEE
BENEFIT PLAN THAT TARGET DIRECTLY OR INDIRECTLY MAINTAINS, TO WHICH TARGET
DIRECTLY OR INDIRECTLY CONTRIBUTES OR HAS ANY OBLIGATION TO CONTRIBUTE, OR WITH
RESPECT TO WHICH TARGET HAS ANY DIRECT OR INDIRECT LIABILITY.
(I)
TO THE KNOWLEDGE OF ANY SELLER, EACH SUCH EMPLOYEE BENEFIT PLAN
(AND EACH RELATED TRUST, INSURANCE CONTRACT, OR FUND) HAS BEEN MAINTAINED,
FUNDED AND ADMINISTERED IN ACCORDANCE WITH THE TERMS OF SUCH EMPLOYEE BENEFIT
PLAN AND THE TERMS OF ANY APPLICABLE COLLECTIVE BARGAINING AGREEMENT AND
COMPLIES IN FORM AND IN OPERATION IN ALL RESPECTS WITH THE APPLICABLE
REQUIREMENTS OF ERISA, THE CODE, AND OTHER APPLICABLE LAWS, EXCEPT WHERE SUCH
NONCOMPLIANCE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(II)
ALL CONTRIBUTIONS (INCLUDING ALL EMPLOYER CONTRIBUTIONS AND
EMPLOYEE SALARY REDUCTION CONTRIBUTIONS) THAT ARE DUE HAVE BEEN MADE TO EACH
SUCH EMPLOYEE BENEFIT PLAN THAT IS AN EMPLOYEE PENSION BENEFIT PLAN.
ALL
27
PREMIUMS OR OTHER PAYMENTS FOR ALL PERIODS ENDING ON OR BEFORE THE CLOSING DATE
HAVE BEEN PAID WITH RESPECT TO EACH SUCH EMPLOYEE BENEFIT PLAN THAT IS AN
EMPLOYEE WELFARE BENEFIT PLAN.
(III)
EACH SUCH EMPLOYEE