ANY AFFECTED EMPLOYEE.
(B)
SCHEDULE 3.14(B) OF THE DISCLOSURE SCHEDULES (I) CONTAINS AN ACCURATE AND
COMPLETE LIST OF EACH SELLER EMPLOYEE PLAN, INTERNATIONAL EMPLOYEE PLAN AND
EMPLOYMENT AGREEMENT RELATED TO THE BUSINESS OR ANY CURRENT BUSINESS EMPLOYEE.
SCHEDULE 3.14(B) OF THE DISCLOSURE SCHEDULES CONTAINS A COMPLETE AND ACCURATE
LIST OF ALL THE NAMES OF THE FULL-TIME EMPLOYEES OF THE BUSINESS (THE "BUSINESS
EMPLOYEES"), EACH BUSINESS EMPLOYEE'S POSITION AND THE ENTITY THAT EMPLOYS SUCH
BUSINESS EMPLOYEE.
(C)
SELLER AND EACH OF ITS AFFILIATES HAS PERFORMED IN ALL MATERIAL RESPECTS
ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY THEM UNDER, ARE NOT IN DEFAULT OR
VIOLATION OF, AND HAVE NO KNOWLEDGE OF ANY DEFAULT OR VIOLATION BY ANY OTHER
PARTY TO EACH SELLER EMPLOYEE PLAN, AND EACH SELLER EMPLOYEE PLAN HAS BEEN
ESTABLISHED AND MAINTAINED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS
AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO ERISA
OR THE CODE.
(D)
NEITHER THE SELLER NOR ANY OF ITS AFFILIATES HAS EVER MAINTAINED,
ESTABLISHED, SPONSORED, PARTICIPATED IN, CONTRIBUTED TO, OR HAS BEEN REQUIRED TO
CONTRIBUTE TO ANY PENSION PLAN THAT IS SUBJECT TO TITLE IV OF ERISA OR
SECTION 412 OR 413 OF THE CODE RELATED TO THE BUSINESS OR BUSINESS EMPLOYEES.
(E)
NO SELLER EMPLOYEE PLAN PROVIDES, OR REFLECTS OR REPRESENTS ANY LIABILITY
TO PROVIDE RETIREE BENEFITS (INCLUDING HEALTH, LIFE INSURANCE OR OTHERWISE) TO
ANY PERSON FOR ANY REASON, EXCEPT AS MAY BE REQUIRED BY COBRA OR OTHER
APPLICABLE STATUTE, AND NO MEMBER OF THE SELLER GROUP HAS REPRESENTED, PROMISED
OR CONTRACTED (WHETHER IN ORAL OR WRITTEN FORM) TO ANY ELIGIBLE EMPLOYEE (EITHER
INDIVIDUALLY OR TO BUSINESS EMPLOYEES AS A GROUP) THAT SUCH EMPLOYEE(S) WOULD BE
PROVIDED WITH RETIREE HEALTH, EXCEPT TO THE EXTENT REQUIRED BY STATUTE.
(F)
NEITHER THE SELLER NOR ANY OF ITS AFFILIATES HAS, PRIOR TO THE CLOSING
DATE AND IN ANY MATERIAL RESPECT, VIOLATED ANY OF THE HEALTH CARE CONTINUATION
REQUIREMENTS OF COBRA, THE REQUIREMENTS OF FMLA, THE REQUIREMENTS OF THE HEALTH
INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, THE REQUIREMENTS OF THE
WOMEN'S HEALTH AND CANCER RIGHTS ACT OF 1998, THE REQUIREMENTS OF THE NEWBORNS'
AND MOTHERS' HEALTH PROTECTION ACT OF 1996, OR ANY AMENDMENT TO EACH SUCH ACT,
OR ANY SIMILAR PROVISIONS OF STATE LAW APPLICABLE TO ELIGIBLE EMPLOYEES.
(G)
EACH MEMBER OF THE SELLER GROUP (I) IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAW RESPECTING EMPLOYMENT, EMPLOYMENT PRACTICES,
TERMS AND CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, IN EACH CASE, WITH
RESPECT TO ELIGIBLE EMPLOYEES, (II) HAS WITHHELD AND REPORTED ALL AMOUNTS
REQUIRED BY APPLICABLE LAW OR BY CONTRACT TO BE WITHHELD AND REPORTED WITH
RESPECT TO WAGES, SALARIES AND OTHER PAYMENTS TO ELIGIBLE EMPLOYEES, (III) IS
NOT LIABLE FOR ANY ARREARS OF WAGES OR ANY TAXES OR ANY PENALTY FOR FAILURE TO
COMPLY WITH ANY OF THE FOREGOING, AND (IV) IS NOT LIABLE FOR ANY PAYMENT TO ANY
TRUST OR OTHER FUND GOVERNED BY OR MAINTAINED BY OR ON BEHALF OF ANY