TERMINATION LIABILITIES SET FORTH IN SCHEDULE 4.20(A)(III) OF THE SELLER
DISCLOSURE SCHEDULE AS SUPPLEMENTED BY THE CERTIFICATION OF EMPLOYEE TERMINATION
LIABILITIES AS OF THE CLOSING DATE PURSUANT TO THE CLOSING LIABILITIES
CERTIFICATE, PROVIDED THAT IN NO EVENT SHALL EMPLOYEE TERMINATION LIABILITIES AS
SET FORTH IN THE CLOSING LIABILITIES CERTIFICATE EXCEED, WITH RESPECT TO ANY
INDIVIDUAL EMPLOYEE OR IN THE AGGREGATE, THE AMOUNT(S) IDENTIFIED IN SCHEDULE
4.20(A)(III) OF THE SELLER DISCLOSURE SCHEDULE.
OTHER THAN ANY FUTURE LIABILITY
OF BUYER ARISING SOLELY FROM BUYER'S SUBSEQUENT EMPLOYMENT OF ANY FORMER
EMPLOYEE, BUYER WILL NOT HAVE ANY LIABILITY FOR MAKING PAYMENTS OR PROVIDING
BENEFITS OF ANY KIND TO ANY EMPLOYEE (WHETHER CURRENT OR FORMER) OF SELLER
RELATING TO OR ARISING FROM SUCH INDIVIDUAL'S STATUS AT ANY TIME AS AN EMPLOYEE
OF SELLER (INCLUDING, WITHOUT LIMITATION, (A) AS A RESULT OF THE CONSUMMATION OF
THE ACQUISITION OR AS A RESULT OF THE TERMINATION BY SELLER OF ANY EMPLOYEE OR
ANY DECISION BY BUYER NOT TO HIRE ANY SUCH EMPLOYEE; (B) ANY LIABILITY IN
RESPECT OF MEDICAL AND OTHER BENEFITS FOR EXISTING AND FUTURE RETIREES OF SELLER
OR FOR ANY CLAIMS MADE AFTER CLOSING BY EMPLOYEES IN RESPECT OF COSTS AND
EXPENSES INCURRED PRIOR TO CLOSING; (C) ANY LIABILITY IN RESPECT OF WORK-RELATED
EMPLOYEE INJURIES OR WORKER'S COMPENSATION CLAIMS BY EMPLOYEES; AND (D) ANY
LIABILITY IN RESPECT OF ANY SALARY OR WAGES (INCLUDING ANY VACATION OR
PAID-TIME-OFF OR OTHER ACCRUED BUT UNPAID SALARY OR WAGES) OR ANY BONUSES
PAYABLE TO ANY EMPLOYEES).
WITHOUT LIMITING THE FOREGOING, THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND, AS OF THE CLOSING DATE, THE COLLATERAL
AGREEMENTS AND THE CONSUMMATION OF THE ACQUISITION AND THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY WILL NOT (EITHER ALONE OR UPON THE OCCURRENCE OF
ANY ADDITIONAL OR SUBSEQUENT EVENTS) CONSTITUTE AN EVENT UNDER ANY EMPLOYEE
PLAN, EMPLOYEE CONTRACT, TRUST, OR LOAN THAT WILL OR MAY RESULT IN ANY PAYMENT
(WHETHER OF SEVERANCE PAY OR OTHERWISE), ACCELERATION, FORGIVENESS OF
INDEBTEDNESS, VESTING, DISTRIBUTION, INCREASE IN BENEFITS OR OBLIGATION TO FUND
BENEFITS WITH RESPECT TO ANY EMPLOYEE.
4.21
Labor Matters.
(A)
SELLER IS NOT PARTY TO ANY COLLECTIVE
BARGAINING AGREEMENT OR OTHER LABOR UNION CONTRACT APPLICABLE TO ANY EMPLOYEES.
TO THE KNOWLEDGE OF SELLER, THERE ARE NO ORGANIZATIONAL CAMPAIGNS, PETITIONS, OR
OTHER UNIONIZATION ACTIVITIES SEEKING RECOGNITION OF A COLLECTIVE BARGAINING
UNIT.
(B)
THERE ARE NO CONTROVERSIES, STRIKES,
SLOWDOWNS, OR WORK STOPPAGES PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED
BY ANY EMPLOYEE OR GROUP OF EMPLOYEES, AND SELLER HAS NOT EVER EXPERIENCED ANY
SUCH CONTROVERSY, STRIKE, SLOWDOWN, OR WORK STOPPAGE.
(C)
THERE ARE NO PENDING OR THREATENED ACTIONS
OR PROCEEDINGS AGAINST SELLER, AND TO THE KNOWLEDGE OF SELLER, NO FACT OR
CIRCUMSTANCE EXISTS THAT COULD REASONABLY BE EXPECTED TO RESULT IN ANY SUCH
ACTION OR PROCEEDING, IN ANY CASE RELATING TO ANY OF THE FOLLOWING MATTERS:
(I) COMPLAINTS OF UNFAIR LABOR PRACTICES, INCLUDING, WITHOUT LIMITATION, ANY
COMPLAINTS PENDING BEFORE THE NATIONAL LABOR RELATIONS BOARD OR ANY OTHER
GOVERNMENTAL ENTITY; (II) CHARGES OF DISCRIMINATION IN EMPLOYMENT OR EMPLOYMENT
PRACTICES