TO SHAREHOLDERS'
KNOWLEDGE, THERE IS NOT THREATENED:
(I) ANY STRIKE, LOCKOUT, PICKETING,
HAND-BILLING, CONCERTED WORK STOPPAGE OR SLOWDOWN, OR LABOR DISPUTE
WITH
RESPECT TO ANY EMPLOYEES OF THE COMPANY OR THE SUBSIDIARY, OR (II) ANY LOCKOUT
BY THE COMPANY OR THE SUBSIDIARY OF ANY EMPLOYEES, (III) LABOR OR EMPLOYMENT
ACTION, AND THERE IS NO REPRESENTATION PETITION PENDING OR, TO SHAREHOLDERS'
KNOWLEDGE, THREATENED WITH RESPECT TO ANY EMPLOYEE OF THE COMPANY OR THE
SUBSIDIARY.
(C)
EMPLOYEES.
SCHEDULE 3.15(C) SETS FORTH A COMPLETE AND
CORRECT LIST SETTING FORTH THE CURRENT (I) NAMES, WORK LOCATION, JOB TITLE,
CURRENT BASE WAGE OR SALARY RATE OF EVERY INDIVIDUAL CURRENTLY EMPLOYED BY THE
COMPANY OR THE SUBSIDIARY, AND ANY OTHER COMPENSATION PAYABLE OR POTENTIALLY
PAYABLE TO THEM (INCLUDING HOUSING ALLOWANCES, COMPENSATION PAYABLE PURSUANT TO
BONUS, DEFERRED COMPENSATION OR COMMISSION ARRANGEMENTS OR OTHER COMPENSATION)
UNDER EACH EMPLOYEE BENEFIT PLAN IN WHICH THEY PARTICIPATE OR ARE ELIGIBLE TO
PARTICIPATE, LEAVE OF ABSENCE STATUS, ACCRUED BUT UNUSED VACATION, SICK TIME, OR
OTHER PAID TIME OFF, AND (II) NAMES AND TOTAL AMOUNT OF PAYMENT(S) RECEIVED
DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE HEREOF FOR EVERY
INDEPENDENT CONTRACTOR AND CONSULTANT WHO IS OR WAS ENGAGED TO RENDER SERVICES
TO THE COMPANY OR THE SUBSIDIARY AND WHOSE AGGREGATE AMOUNT OF PAYMENT(S)
RECEIVED THEREFOR IS OR WAS IN EXCESS OF [****].
BUYER HAS BEEN PROVIDED WITH
TRUE AND COMPLETE COPIES OF ALL MANUALS, BROCHURES, AGREEMENTS AND OTHER
DOCUMENTS SETTING FORTH PERSONNEL POLICIES APPLICABLE TO THE EMPLOYEES OF
COMPANY AND/OR THE SUBSIDIARY.
(D)
WARN ACT.
WITHIN THE PAST [****], NEITHER THE COMPANY NOR THE
SUBSIDIARY HAVE IMPLEMENTED ANY "PLANT CLOSING" OR "MASS LAYOFF" AS THOSE TERMS
ARE DEFINED IN THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, 29 U.S.C.
§ 2101 ET SEQ., AND THE REGULATIONS ISSUED THEREUNDER (THE "WARN ACT").
22
(E)
EMPLOYMENT AGREEMENTS.
OTHER THAN THOSE SET FORTH IN
SCHEDULE 3.15(E), NEITHER THE COMPANY NOR THE SUBSIDIARY HAVE ENTERED INTO ANY
EMPLOYMENT AGREEMENTS OR CONTRACTS WITH ANY PERSON.
THE COMPANY AND THE
SUBSIDIARY HAVE PERFORMED ALL OBLIGATIONS REQUIRED TO BE PERFORMED THEREBY UNDER
ALL CONTRACTS AND AGREEMENTS SET FORTH ON SCHEDULE 3.15(E), AND, TO THE
SHAREHOLDERS' KNOWLEDGE, NO OTHER PARTY TO ANY SUCH CONTRACT, AGREEMENT, OR
INSTRUMENT IS IN DEFAULT THEREUNDER.
3.16
EMPLOYEE BENEFIT PLANS.
(A)
COMPLIANCE AND QUALIFICATION.
SCHEDULE 3.16(A) LISTS EACH
EMPLOYEE BENEFIT PLAN THAT THE COMPANY OR ANY ERISA AFFILIATE MAINTAINS OR TO
WHICH THE COMPANY OR ANY ERISA AFFILIATE CONTRIBUTES OR IS A PARTICIPATING
EMPLOYER AND IN WHICH ANY EMPLOYEE PARTICIPATES OR IS OWED BENEFITS OR FOR WHICH
AN OBLIGATION BY OR LIABILITY OF THE COMPANY CURRENTLY EXISTS.
WITH RESPECT TO
EACH EMPLOYEE BENEFIT PLAN, THE COMPANY HAS DELIVERED TO BUYER TRUE AND COMPLETE
COPIES OF ALL CURRENT PLAN DOCUMENTS, INCLUDING ALL AMENDMENTS THERETO AND
SUMMARY PLAN DESCRIPTIONS, INCLUDING ALL SUBSEQUENT SUMMARIES OF MATERIAL
MODIFICATION, THE MOST RECENT DETERMINATION LETTER (OR OPINION LETTER) RECEIVED
FROM THE INTERNAL REVENUE SERVICE, COPIES OF THE THREE MOST RECENTLY FILED FORM
5500 ANNUAL REPORTS, AND ALL RELATED TRUST AGREEMENTS, INSURANCE