KNOWLEDGE OF SELLER AND GISH, ANY OTHER PERSON, HAS
PERMITTED OR CONDUCTED, OR IS AWARE OF, ANY HAZARDOUS ACTIVITY CONDUCTED WITH
RESPECT TO THE FACILITIES OR ANY OTHER PROPERTIES OR ASSETS (WHETHER REAL,
PERSONAL, OR MIXED) IN WHICH SELLER OR GISH HAS OR HAD AN INTEREST.
(F)
THERE HAS BEEN NO RELEASE OR, TO THE KNOWLEDGE OF SELLER AND
GISH, THREAT OF RELEASE, OF ANY HAZARDOUS MATERIALS AT OR FROM THE FACILITIES OR
AT ANY OTHER LOCATIONS WHERE ANY HAZARDOUS MATERIALS WERE GENERATED,
MANUFACTURED, REFINED, TRANSFERRED, PRODUCED, IMPORTED, USED, OR PROCESSED FROM
OR BY THE FACILITIES, OR FROM OR BY ANY OTHER PROPERTIES AND ASSETS (WHETHER
REAL, PERSONAL, OR MIXED) IN WHICH GISH HAS AN INTEREST.
(G)
SELLER AND GISH HAVE DELIVERED TO BUYER TRUE AND COMPLETE COPIES
AND RESULTS OF ANY REPORTS, STUDIES, ANALYSES, TESTS, OR MONITORING POSSESSED OR
INITIATED BY SELLER OR GISH PERTAINING TO HAZARDOUS MATERIALS OR HAZARDOUS
ACTIVITIES IN, ON, OR UNDER THE FACILITIES, OR CONCERNING COMPLIANCE BY GISH OR
ANY OTHER PERSON FOR WHOSE CONDUCT GISH IS RESPONSIBLE, WITH ENVIRONMENTAL LAWS.
37
3.20.
EMPLOYEES.
(A)
PART 3.20 OF THE DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND
ACCURATE LIST OF THE FOLLOWING INFORMATION FOR EACH EMPLOYEE OR DIRECTOR OF
GISH, INCLUDING EACH EMPLOYEE ON LEAVE OF ABSENCE OR LAYOFF STATUS:
NAME; JOB
TITLE; CURRENT COMPENSATION PAID OR PAYABLE AND ANY CHANGE IN COMPENSATION SINCE
JANUARY 1, 2005; VACATION ACCRUED; AND SERVICE CREDITED FOR PURPOSES OF VESTING
AND ELIGIBILITY TO PARTICIPATE UNDER GISH'S PENSION, RETIREMENT, PROFIT-SHARING,
THRIFT-SAVINGS, DEFERRED COMPENSATION, STOCK BONUS, STOCK OPTION, CASH BONUS,
EMPLOYEE STOCK OWNERSHIP (INCLUDING INVESTMENT CREDIT OR PAYROLL STOCK
OWNERSHIP), SEVERANCE PAY, INSURANCE, MEDICAL, WELFARE, OR VACATION PLAN, OTHER
EMPLOYEE PENSION BENEFIT PLAN OR EMPLOYEE WELFARE BENEFIT PLAN, OR ANY OTHER
EMPLOYEE BENEFIT PLAN OR ANY DIRECTOR PLAN.
(B)
NO EMPLOYEE OR DIRECTOR OF GISH IS A PARTY TO, OR IS OTHERWISE
BOUND BY, ANY AGREEMENT OR ARRANGEMENT, INCLUDING ANY CONFIDENTIALITY,
NONCOMPETITION, OR PROPRIETARY RIGHTS AGREEMENT, BETWEEN SUCH EMPLOYEE OR
DIRECTOR AND ANY OTHER PERSON ("PROPRIETARY RIGHTS AGREEMENT") THAT IN ANY WAY
ADVERSELY AFFECTS OR WILL AFFECT (I) THE PERFORMANCE OF HIS DUTIES AS AN
EMPLOYEE OR DIRECTOR OF GISH, OR (II) THE ABILITY OF GISH TO CONDUCT ITS
BUSINESS.
TO SELLER'S AND GISH'S KNOWLEDGE, NO OFFICER OR OTHER KEY EMPLOYEE OF
GISH INTENDS TO TERMINATE HIS EMPLOYMENT WITH GISH.
3.21.
LABOR RELATIONS; COMPLIANCE.
Gish is not, and since its inception has not been, a party to any collective
bargaining or other labor Contract.
Since May 1, 2003, there has not been,
there is not presently pending or existing, and to the Knowledge of Seller and
Gish there is not Threatened, (a) any strike, slowdown, picketing, work
stoppage, or employee grievance process, (b) any Proceeding against or affecting
Gish relating to the alleged violation of any Legal Requirement pertaining to
labor relations or employment matters, including any charge or complaint filed
by an employee or union with the National Labor Relations Board, the Equal
Employment Opportunity Commission, or any comparable Governmental Body,