SALARIES,
WAGES, AND OTHER COMPENSATION OF ANY EMPLOYEE (OR FORMER EMPLOYEES) OR
INDEPENDENT CONTRACTOR RELATED TO THE BUSINESS ALL MATERIAL TAXES RELATED TO THE
BUSINESS AND REQUIRED TO BE SO WITHHELD, FOR ALL PERIODS FOR WHICH THE STATUTORY
PERIOD OF LIMITATIONS FOR THE ASSESSMENT OF SUCH TAX HAS NOT YET EXPIRED, AND
ALL FORMS W-2 AND 1099 WITH RESPECT THERETO HAVE BEEN PROPERLY COMPLETED AND
FILED.
(E)
ALL DOCUMENTS WHICH ARE IN THE POSSESSION
OR UNDER THE CONTROL OF THE SELLERS AND WHICH ARE NECESSARY TO ESTABLISH THE
TITLE OF THE SELLERS TO ANY OF THE ASSETS AND WHICH ATTRACT STAMP DUTY IN THE
UNITED KINGDOM HAVE BEEN DULY STAMPED.
(F)
CRC PRESS U.K. IS REGISTERED FOR THE
PURPOSES OF THE VALUE ADDED TAX ACT 1994 IN RESPECT OF THE U.K. BUSINESS CARRIED
ON BY IT AND HAS COMPLIED IN ALL MATERIAL RESPECTS
20
WITH THE TERMS OF THAT ACT AND ALL REGULATIONS MADE AND NOTICES ISSUED
THEREUNDER.
CRC PRESS U.K. HAS NOT ELECTED TO WAIVE THE EXEMPTION PURSUANT TO
PARAGRAPH 2 OF SCHEDULE 10 TO THE VALUE ADDED TAX ACT 1994 IN RESPECT OF ANY OF
THE LEASED REAL PROPERTIES SITUATED IN THE U.K.
CRC PRESS U.K. HAS NOT IN
RELATION TO THE U.K. BUSINESS CARRIED ON BY IT MADE ANY EXEMPT SUPPLIES SUCH
THAT IT IS UNABLE TO OBTAIN FULL CREDIT FOR INPUT TAX PAID OR SUFFERED BY IT AND
THE ASSETS OF THE U.K. BUSINESS CARRIED ON BY CRC PRESS U.K. INCLUDE NO CAPITAL
ITEMS WITHIN THE MEANING OF PART XV OF THE VALUE ADDED TAX REGULATIONS 1995.
(G)
FOR THE AVOIDANCE OF DOUBT, THIS SECTION
3.12 SHALL NOT INCLUDE ANY REPRESENTATION OR WARRANTY IN RELATION TO THE TAX
AFFAIRS OF PARTHENON LTD., WHICH SHALL BE DEALT WITH IN THE PARTHENON TAX
WARRANTIES.
3.13.
EMPLOYMENT AND BENEFITS.
(A)
LABOR CONTROVERSIES.
(I) THE SELLERS ARE
EACH IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS RESPECTING
EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT, WAGES
AND HOURS, AND HEALTH AND SAFETY; (II) THERE IS NO UNFAIR LABOR PRACTICE CHARGE
OR COMPLAINT, QUESTION CONCERNING REPRESENTATION, OR COMPLIANCE PROCEEDING
AGAINST THE SELLERS PENDING BEFORE THE NATIONAL LABOR RELATIONS BOARD; (III)
THERE IS NO LABOR STRIKE, DISPUTE, SLOWDOWN OR STOPPAGE ACTUALLY PENDING OR
THREATENED AGAINST OR AFFECTING THE SELLERS; AND (IV) NONE OF THE SELLERS ARE A
PARTY TO, OR SUBJECT TO, A COLLECTIVE BARGAINING AGREEMENT, AND NO COLLECTIVE
BARGAINING AGREEMENT RELATING TO EMPLOYEES OF THE SELLERS OR PARTHENON LTD. IS
CURRENTLY BEING NEGOTIATED AND, TO THE KNOWLEDGE OF THE SELLERS, THERE IS NO
ACTIVITY OR PROCEEDING BY ANY LABOR ORGANIZATION OR OTHER GROUP SEEKING TO
REPRESENT THE EMPLOYEES OR TO ORGANIZE ANY OF THE EMPLOYEES.
(B)
EMPLOYEE BENEFIT PLANS.
(I)
FOR PURPOSES OF THIS AGREEMENT, "BENEFIT
PLANS" SHALL MEAN ALL "EMPLOYEE BENEFIT PLANS" (WITHIN THE MEANING OF SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
"ERISA"), INCLUDING, WITHOUT LIMITATION, "MULTIEMPLOYER PLANS" WITHIN THE
MEANING OF SECTIONS 3(37) AND 4001(A)(3) OF ERISA), RETIREMENT,