TO TERMINATE HIS, HER OR ITS EMPLOYMENT OR RELATIONSHIP AS AN INDEPENDENT
CONTRACTOR WITH THE COMPANY.
THE COMPANY HAS COMPLIED WITH ALL APPLICABLE LAWS
RELATING TO THE EMPLOYMENT OF PERSONNEL AND LABOR, INCLUDING PROVISIONS THEREOF
RELATING TO WAGES, HOURS, VACATION, OVERTIME, NOTICE, PAY IN LIEU OF NOTICE,
TERMINATION AND SEVERANCE PAY, OBLIGATION, HUMAN RIGHTS, OCCUPATIONAL HEALTH AND
SAFETY, EQUAL OPPORTUNITY, COLLECTIVE BARGAINING AND THE PAYMENT OF SOCIAL
SECURITY AND OTHER TAXES, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT,
AND THE IMMIGRATION REFORM AND CONTROL ACT OF 1986, OR ANY SIMILAR PROVISIONS OF
FOREIGN, FEDERAL, STATE OR LOCAL LAW WITH RESPECT TO THE BUSINESS;
(II)
THE COMPANY IS NOT A PARTY TO OR BOUND BY ANY COLLECTIVE
BARGAINING AGREEMENT, NOR HAS IT EXPERIENCED ANY STRIKES, GRIEVANCES, UNFAIR
LABOR PRACTICES CLAIMS OR OTHER MATERIAL EMPLOYEE OR LABOR DISPUTES WITH RESPECT
TO THE BUSINESS.
THE COMPANY HAS NOT ENGAGED IN ANY UNFAIR LABOR PRACTICE WITH
RESPECT TO THE BUSINESS AND THERE ARE NO CHARGES OF UNFAIR LABOR PRACTICES OR
OTHER EMPLOYEE-RELATED COMPLAINTS PENDING OR, TO THE COMPANY'S KNOWLEDGE,
THREATENED AGAINST THE COMPANY BEFORE THE NATIONAL LABOR
27
RELATIONS BOARD, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE OCCUPATIONAL
SAFETY AND HEALTH REVIEW COMMISSION, THE DEPARTMENT OF LABOR, OR ANY OTHER
GOVERNMENTAL AUTHORITY;
(III)
THE COMPANY IS NOT SUBJECT TO ANY CLAIM FOR WRONGFUL DISMISSAL,
CONSTRUCTIVE DISMISSAL OR ANY OTHER CLAIM OR COMPLAINT, ACTUAL OR THREATENED, OR
ANY LITIGATION, ACTUAL OR THREATENED, RELATING TO EMPLOYMENT, DISCRIMINATION OR
TERMINATION OF EMPLOYMENT OF ANY EMPLOYEE OR FORMER EMPLOYEE OF THE COMPANY, WHO
IS OR WAS EMPLOYED IN CONNECTION WITH THE BUSINESS;
(IV)
NEITHER THE COMPANY, NOR TO THE COMPANY'S KNOWLEDGE, ANY EMPLOYEE
OF THE COMPANY IS SUBJECT TO ANY NONCOMPETE, NONDISCLOSURE, CONFIDENTIALITY,
EMPLOYMENT, CONSULTING OR SIMILAR CONTRACT WITH A PARTY OTHER THAN THE COMPANY
RELATING TO, AFFECTING OR IN CONFLICT WITH THE BUSINESS AS PRESENTLY CONDUCTED;
(V)
WITHIN THE SIXTY (60) DAYS PRECEDING THE CLOSING DATE, NO
EMPLOYEES HAVE CEASED TO BE EMPLOYED BY THE COMPANY, WHETHER BY REASON OF
TERMINATION OR OTHERWISE.
THERE ARE NO EMPLOYEES CURRENTLY RECEIVING COBRA
BENEFITS OR ENTITLED TO ELECT TO RECEIVE COBRA BENEFITS.
(B)
SCHEDULE 4.16(B) SETS FORTH THE NAMES, PRESENT ANNUAL OR, AS THE CASE MAY
BE, HOURLY RATE OF COMPENSATION (INCLUDING SALARY, BONUSES AND COMMISSIONS) OF
ALL PERSONS EMPLOYED ON A FULL-TIME BASIS BY THE COMPANY IN CONNECTION WITH THE
BUSINESS (INCLUDING INDEPENDENT CONTRACTORS) TOGETHER WITH THEIR JOB TITLE;
PROVIDED SUCH SCHEDULE 4.16(B) DOES NOT INCLUDE EMPLOYEES THAT ARE SEASONAL OR
OTHERWISE NOT EMPLOYED FULL-TIME.
(C)
THE COMPANY HAS NOT MADE ANY PROMISES OR REPRESENTATIONS TO ANY EMPLOYEE
OR PERSON CONCERNING EMPLOYMENT WITH THE COMPANY OR BUYER FOLLOWING THE CLOSING
DATE, AND THE COMPANY HAS NOT INFORMED ANY EMPLOYEE OR OTHER PERSON THAT SUCH
PERSON WILL RECEIVE ANY COMPENSATION AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE.
THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT WILL NOT RESULT IN ANY LIABILITY FOR SEVERANCE PAY TO ANY
EMPLOYEE OF THE COMPANY OR ANY OTHER PERSON.
4.17
EMPLOYEE BENEFIT