PLAINTIFF IN SUCH
LEGAL PROCEEDINGS AND NO COUNTERCLAIM HAS BEEN ASSERTED AGAINST THE SELLER.
3.13
EMPLOYEES.
(A)
THE SELLER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
CURRENTLY APPLICABLE LAWS RESPECTING LABOR AND EMPLOYMENT, APPLICANT AND
EMPLOYEE BACKGROUND CHECKING, IMMIGRATION, DISCRIMINATION IN EMPLOYMENT, TERMS
AND CONDITIONS OF EMPLOYMENT, WAGES, HOURS AND OCCUPATIONAL SAFETY AND HEALTH
AND EMPLOYMENT PRACTICES, AND IS NOT ENGAGED IN ANY UNFAIR LABOR PRACTICE.
EXCEPT AS DESCRIBED IN SCHEDULE 3.13(A), THE SELLER IS NOT LIABLE FOR ANY
PAYMENT TO ANY TRUST OR OTHER FUND OR TO ANY GOVERNMENTAL ENTITY, WITH RESPECT
TO UNEMPLOYMENT COMPENSATION BENEFITS, SOCIAL SECURITY OR OTHER BENEFITS OR
OBLIGATIONS FOR EMPLOYEES OTHER THAN ROUTINE PAYMENTS TO BE MADE IN THE ORDINARY
COURSE.
EXCEPT AS SET FORTH ON SCHEDULE 3.13(A), (I) THERE ARE NO PENDING
CLAIMS AGAINST THE SELLER UNDER ANY WORKERS COMPENSATION PLAN OR POLICY OR FOR
LONG TERM DISABILITY, (II) THERE ARE NO CONTROVERSIES PENDING OR, TO THE
SELLER'S KNOWLEDGE, THREATENED, BETWEEN THE SELLER AND ANY OF ITS EMPLOYEES,
WHICH CONTROVERSIES HAVE OR COULD REASONABLY BE EXPECTED TO RESULT IN A LEGAL
PROCEEDING, (III) THERE IS NO PENDING CLAIM AGAINST THE SELLER OR COMPLAINT MADE
BY ANY EMPLOYEE OF THE SELLER BASED ON ACTUAL OR ALLEGED WRONGFUL TERMINATION OR
ANY CLAIM OF UNLAWFUL DISMISSAL OR UNFAIR DISMISSAL OR ANY CLAIM ON THE BASIS OF
RACE, AGE, SEX, DISABILITY OR OTHER HARASSMENT OR DISCRIMINATION, NOR, TO THE
SELLER'S KNOWLEDGE, ANY BASIS FOR ANY SUCH CLAIM, AND (IV) NONE OF THE EMPLOYEES
OR OF THE SELLER HAVE GIVEN NOTICE PRIOR TO THE EFFECTIVE DATE TO THE SELLER,
NOR IS THE SELLER OTHERWISE AWARE ON THE EFFECTIVE DATE, THAT ANY SUCH EMPLOYEE
INTENDS TO TERMINATE HIS OR HER EMPLOYMENT OR ENGAGEMENT.
THE SELLER IS NOT A
PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR OTHER LABOR UNION CONTRACT NOR
DOES THE SELLER KNOW OF ANY ACTIVITIES OR PROCEEDINGS OF ANY LABOR UNION TO
ORGANIZE ANY SUCH EMPLOYEES.
(B)
SCHEDULE 3.13(B) CONTAINS A COMPLETE AND ACCURATE LIST OF THE
FOLLOWING INFORMATION FOR EACH EMPLOYEE AND INDEPENDENT CONTRACTOR OF THE
SELLER, INCLUDING EACH EMPLOYEE ON LEAVE OF ABSENCE OR LAYOFF STATUS:
NAME; JOB
TITLE; AND CURRENT COMPENSATION OR REMUNERATION.
EXCEPT AS SET FORTH ON
SCHEDULE 3.13(B), THE SELLER HAS NOT MADE ANY PROMISES FOR THE PAYMENT OF ANY
BONUSES, BACKPAY OR OTHER REMUNERATION TO ANY EMPLOYEES, CONTRACTORS OR OTHER
PERSONS.
16
3.14
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS.
(A)
TO THE SELLER'S KNOWLEDGE, THE SELLER HAS COMPLIED AND IS IN
COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS, AND HAS NO LIABILITY AND HAS
HAD NO LIABILITY ARISE UNDER APPLICABLE ENVIRONMENTAL LAWS.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE SELLER HAS OBTAINED AND COMPLIED WITH, AND
IS IN COMPLIANCE WITH, ALL PERMITS, LICENSES AND OTHER AUTHORIZATIONS THAT ARE
REQUIRED PURSUANT TO ENVIRONMENTAL LAWS FOR THE OCCUPATION OF ITS FACILITIES AND
LEASED LOCATIONS AND THE OPERATION OF ITS RESPECTIVE BUSINESS.
THERE IS NO
PENDING AND, TO THE SELLER'S KNOWLEDGE, THERE IS NO THREATENED CIVIL, CRIMINAL
OR ADMINISTRATIVE LITIGATION, WRITTEN NOTICE