RIGHTS OF ANY OTHER PERSON WHICH, IF THE SUBJECT OF AN
UNFAVORABLE DECISION, RULING OR FINDING WOULD HAVE A MATERIAL ADVERSE EFFECT.
3.20
TAX STATUS.
THE COMPANY HAS TIMELY MADE OR FILED
ALL FEDERAL, STATE AND FOREIGN INCOME AND ALL OTHER TAX RETURNS, REPORTS AND
DECLARATIONS REQUIRED BY ANY JURISDICTION TO WHICH IT IS SUBJECT (UNLESS AND
ONLY TO THE EXTENT THAT THE COMPANY HAS SET ASIDE ON ITS BOOKS PROVISIONS
REASONABLY ADEQUATE FOR THE PAYMENT OF ALL UNPAID AND UNREPORTED TAXES) AND HAS
TIMELY PAID ALL TAXES AND OTHER GOVERNMENTAL ASSESSMENTS AND CHARGES, SHOWN OR
DETERMINED TO BE DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE
BEING CONTESTED IN GOOD FAITH, AND HAS SET ASIDE ON ITS BOOKS PROVISIONS
REASONABLY ADEQUATE FOR THE PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE
PERIODS TO WHICH SUCH RETURNS, REPORTS OR DECLARATIONS APPLY.
TO THE KNOWLEDGE
OF THE COMPANY, THERE ARE NO UNPAID TAXES CLAIMED TO BE DUE BY THE TAXING
AUTHORITY OF ANY JURISDICTION, AND THE OFFICERS OF THE COMPANY KNOW OF NO BASIS
FOR ANY SUCH CLAIM.
EXCEPT AS SET FORTH IN SECTION 3.20 OF THE DISCLOSURE
SCHEDULE, THE COMPANY HAS NOT EXECUTED A WAIVER WITH RESPECT TO THE STATUTE OF
LIMITATIONS RELATING TO THE ASSESSMENT OR COLLECTION OF ANY FOREIGN, FEDERAL,
STATE OR LOCAL TAX.
EXCEPT AS SET FORTH IN SECTION 3.20 OF THE DISCLOSURE
SCHEDULE, NONE OF THE COMPANY'S TAX RETURNS IS PRESENTLY BEING AUDITED BY ANY
TAXING AUTHORITY.
3.21
ENVIRONMENTAL LAWS.
EXCEPT AS SET FORTH IN
SECTION 3.21 OF THE DISCLOSURE SCHEDULE, THE COMPANY (I) IS IN COMPLIANCE WITH
ALL APPLICABLE FOREIGN FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS RELATING TO
THE PROTECTION OF HUMAN HEALTH AND SAFETY, THE ENVIRONMENT OR HAZARDOUS OR TOXIC
SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS ("ENVIRONMENTAL LAWS"), (II)
HAS RECEIVED ALL PERMITS, LICENSES OR OTHER APPROVALS REQUIRED OF THEM UNDER
APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT ITS BUSINESS AND (III) IS IN COMPLIANCE
WITH ALL TERMS AND CONDITIONS OF ANY SUCH PERMIT, LICENSE OR APPROVAL WHERE, IN
EACH OF THE THREE FOREGOING CLAUSES, THE FAILURE TO SO COMPLY WOULD HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
3.22
EMPLOYMENT MATTERS.
THE COMPANY IS IN COMPLIANCE
WITH ALL FEDERAL, STATE, LOCAL AND FOREIGN LAWS AND REGULATIONS RESPECTING
EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT AND
WAGES AND HOURS, EXCEPT WHERE FAILURE TO BE IN COMPLIANCE WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT FOR
CERTAIN AGRICULTURAL AND RESORT EMPLOYEES WHO ARE COVERED BY COLLECTIVE
BARGAINING AGREEMENTS, THE COMPANY IS NOT BOUND BY OR SUBJECT TO (AND NONE OF
ITS ASSETS OR PROPERTIES IS BOUND BY OR SUBJECT TO) ANY WRITTEN OR ORAL, EXPRESS
OR IMPLIED, CONTRACT, COMMITMENT OR ARRANGEMENT WITH ANY LABOR UNION, AND NO
LABOR UNION HAS REQUESTED OR, TO THE COMPANY'S KNOWLEDGE, HAS SOUGHT TO
REPRESENT ANY OF THE EMPLOYEES, REPRESENTATIVES OR AGENTS OF THE COMPANY.
THERE
IS NO STRIKE OR OTHER LABOR DISPUTE INVOLVING THE COMPANY PENDING, OR TO THE