TO DETERMINE
EMPLOYER CONTRIBUTIONS TO SUCH BUSINESS EMPLOYEE PLAN AND NONE OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THIS AGREEMENT SHALL CAUSE SUCH ASSETS
OR INSURANCE OBLIGATIONS TO BE LESS THAN SUCH BENEFIT OBLIGATIONS.
9.16.10
EACH BUSINESS EMPLOYEE PLAN REQUIRED TO BE REGISTERED WITH A
GOVERNMENTAL AUTHORITY HAS BEEN REGISTERED AND MAINTAINED IN GOOD STANDING WITH
SUCH APPLICABLE GOVERNMENT AUTHORITY.
9.16.11
NO OUTSTANDING LIABILITY HAS BEEN INCURRED WITH RESPECT TO
ANY EMPLOYEE ENGAGED IN THE BUSINESS BY THE SELLER FOR BREACH OF ANY CONTRACT OF
EMPLOYMENT OR FOR SERVICES OR REDUNDANCY PAYMENTS, PROTECTIVE AWARDS,
COMPENSATION FOR WRONGFUL DISMISSAL OR UNFAIR DISMISSAL OR FOR FAILURE TO COMPLY
WITH ANY JUDGMENT FOR THE REINSTATEMENT OR RE-ENGAGEMENT OF ANY EMPLOYEE OR FOR
ANY OTHER LIABILITY ACCRUING FROM THE TERMINATION OF ANY CONTRACT OF EMPLOYMENT
OR FOR SERVICES.
9.16.12
NO GRATUITOUS PAYMENT HAS BEEN MADE OR BENEFIT GIVEN (OR
PROMISED TO BE MADE OR GIVEN) BY THE SELLER IN CONNECTION WITH THE ACTUAL OR
PROPOSED TERMINATION OR SUSPENSION OF EMPLOYMENT OR VARIATION OF ANY CONTRACT OF
EMPLOYMENT OF ANY BUSINESS EMPLOYEE OR ANY FORMER EMPLOYEE WHO ENGAGED IN THE
BUSINESS.
9.16.13
ALL BASE SALARY MERIT INCREASES DUE TO THE BUSINESS EMPLOYEES
IN 2009 HAVE BEEN IMPLEMENTED AND ALL BONUS PAYMENTS DUE FOR PERIODS ENDING
PRIOR TO THE CLOSING DATE HAVE BEEN PAID TO THE BUSINESS EMPLOYEES.
9.16.14
NO BUSINESS EMPLOYEE, AND NO BENEFICIARY OR TRANSFEREE
THEREOF, HAS OR HOLDS ANY OUTSTANDING STOCK OPTION, STOCK APPRECIATION RIGHT,
RESTRICTED STOCK AWARD, OR OTHER AWARD OR GRANT BASED ON OR RELATED TO ANY
EQUITY SECURITY OF THE SELLER OR ANY OF ITS AFFILIATES.
9.17
EMPLOYMENT AND LABOUR MATTERS
9.17.1
CLAUSE 9.17.1(A) OF THE SELLER DISCLOSURE SCHEDULE SETS
FORTH AN ACCURATE AND COMPLETE LIST OF THE EMPLOYEES OF THE SELLER PRIMARILY AND
ACTIVELY ENGAGED IN THE BUSINESS OR OTHERWISE INCLUDED UPON THE WRITTEN MUTUAL
AGREEMENT OF THE SELLER AND THE PURCHASER
80
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
(THE "BUSINESS EMPLOYEES") AND CONTRACT LABOURERS ENGAGED IN THE BUSINESS OR
OTHERWISE INCLUDED UPON THE WRITTEN MUTUAL AGREEMENT OF THE SELLER AND THE
PURCHASER, ALONG WITH, TO THE EXTENT APPLICABLE, THE POSITION, DATE OF HIRE,
ENGAGEMENT OR SENIORITY, COMPENSATION AND BENEFITS, SCHEDULED OR CONTEMPLATED
INCREASES IN COMPENSATION AND BENEFITS, SCHEDULED OR CONTEMPLATED PROMOTIONS,
ACCRUED BUT UNUSED SICK AND VACATION LEAVE OR PAID TIME OFF AND SERVICE CREDITED
FOR PURPOSES OF VESTING AND ELIGIBILITY TO PARTICIPATE UNDER ANY BUSINESS
EMPLOYEE PLAN WITH RESPECT TO SUCH PERSONS. TO THE KNOWLEDGE OF THE SELLER, NO
KEY EMPLOYEE OR GROUP OF EMPLOYEES OF THE SELLER ENGAGED IN THE BUSINESS INTENDS
TO TERMINATE HIS, HER OR THEIR EMPLOYMENT WITH THE SELLER.
9.17.2
THE SELLER IS NOT, NOR HAS THE SELLER BEEN, SINCE 1
JANUARY 2006, A PARTY TO OR BOUND BY ANY COLLECTIVE BARGAINING, WORKS COUNCIL,
EMPLOYEE REPRESENTATIVE OR OTHER CONTRACT WITH ANY LABOUR UNION, WORKS COUNCIL
OR REPRESENTATIVE OF ANY EMPLOYEE GROUP