EMPLOYEES,
(B) THERE ARE NO UNFAIR LABOR PRACTICES OR PETITIONS FOR ELECTION PENDING OR, TO
THE ISSUER'S KNOWLEDGE, THREATENED BEFORE THE NATIONAL LABOR RELATIONS BOARD OR
ANY OTHER FEDERAL, STATE OR LOCAL LABOR COMMISSION RELATING TO THE ISSUER'S
EMPLOYEES, (C) NO DEMAND FOR RECOGNITION OR CERTIFICATION HERETOFORE MADE BY ANY
LABOR ORGANIZATION OR GROUP OF EMPLOYEES IS PENDING WITH RESPECT TO THE ISSUER
AND (D) TO THE ISSUER'S KNOWLEDGE, THE ISSUER ENJOYS GOOD LABOR AND EMPLOYEE
RELATIONS WITH ITS EMPLOYEES AND LABOR ORGANIZATIONS.
15
(C)
TO THE ISSUER'S KNOWLEDGE, THE ISSUER IS, AND AT ALL TIMES HAS BEEN, IN
FULL COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS RESPECTING
EMPLOYMENT (INCLUDING LAWS RELATING TO CLASSIFICATION OF EMPLOYEES AND
INDEPENDENT CONTRACTORS) AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF
EMPLOYMENT, WAGES AND HOURS, AND IMMIGRATION AND NATURALIZATION.
THERE ARE NO
CLAIMS PENDING AGAINST THE ISSUER BEFORE THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION OR ANY OTHER ADMINISTRATIVE BODY OR IN ANY COURT ASSERTING ANY
VIOLATION OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION
ACT OF 1967, 42 U.S.C. §§ 1981 OR 1983 OR ANY OTHER FEDERAL, STATE OR LOCAL LAW,
STATUTE OR ORDINANCE BARRING DISCRIMINATION IN EMPLOYMENT.
(D)
THE ISSUER IS NOT A PARTY TO, OR BOUND BY, ANY EMPLOYMENT OR OTHER CONTRACT
OR AGREEMENT THAT CONTAINS ANY SEVERANCE, TERMINATION PAY OR CHANGE OF CONTROL
LIABILITY OR OBLIGATION, INCLUDING, WITHOUT LIMITATION, ANY "EXCESS PARACHUTE
PAYMENT," AS DEFINED IN SECTION 2806(B) OF THE INTERNAL REVENUE CODE.
3.1.25
ERISA.
THE ISSUER DOES NOT MAINTAIN OR CONTRIBUTE TO, OR HAVE ANY
OBLIGATION UNDER, ANY AN EMPLOYEE PENSION BENEFIT PLAN (AS DEFINED IN THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1978, AS AMENDED ("ERISA"))
MAINTAINED BY THE ISSUER FOR EMPLOYEES OF THE ISSUER OR ANY OF ITS AFFILIATES.
THE ISSUER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE PRESENTLY
APPLICABLE PROVISIONS OF ERISA AND THE UNITED STATES INTERNAL REVENUE CODE OF
1986, AS AMENDED, WITH RESPECT TO EACH EMPLOYEE PENSION BENEFIT PLAN, EXCEPT IN
ANY SUCH CASE FOR ANY SUCH MATTERS THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
NOT HAD, AND WOULD NOT REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE
EFFECT.
3.2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS.
EACH
PURCHASER REPRESENTS, WARRANTS AND COVENANTS TO ISSUER, WITH RESPECT TO ITSELF
ONLY AND NOT THE OTHER PURCHASERS, AS FOLLOWS:
3.2.1
ORGANIZATION; AUTHORITY. SUCH PURCHASER IS AN ENTITY DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION WITH THE REQUISITE POWER AND AUTHORITY TO ENTER INTO AND PERFORM
THE TRANSACTION DOCUMENTS. THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
TRANSACTION DOCUMENTS BY SUCH PURCHASER HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION BY SUCH PURCHASER. EACH TRANSACTION DOCUMENT TO WHICH SUCH
PURCHASER IS A PARTY HAS BEEN DULY EXECUTED BY IT AND, WHEN DELIVERED IN
ACCORDANCE WITH THE TERMS HEREOF AND THEREOF, WILL CONSTITUTE THE VALID AND
LEGALLY BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS, EXCEPT (A) AS