ANY EMPLOYMENT CONTRACT, NON-DISCLOSURE AGREEMENT, NON-COMPETITION AGREEMENT,
OR RESTRICTIVE COVENANT WITH THE COMPANY OR ANY COMPANY SUBSIDIARY RELATING TO
THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(E)
AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO STRIKES, SLOWDOWNS,
PICKETING, WORK STOPPAGES, CONCERTED REFUSAL TO WORK OVERTIME, LOCKOUTS, OTHER
MATERIAL LABOR CONTROVERSIES OR DISPUTES OR ANY UNFAIR LABOR PRACTICE CHARGES
PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED BY OR BETWEEN THE
COMPANY OR ANY COMPANY SUBSIDIARY AND ANY OF THEIR RESPECTIVE COMPANY EMPLOYEES,
NOR HAS ANY SUCH CONTROVERSY OR DISPUTE OCCURRED OVER THE LAST THREE (3) YEARS.
NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY HAS RECOGNIZED A LABOR UNION OR
IS A PARTY TO, OR BOUND BY, ANY COLLECTIVE BARGAINING CONTRACT WITH A LABOR
UNION OR LABOR ORGANIZATION, NOR, TO THE KNOWLEDGE OF THE COMPANY, HAVE THERE
BEEN ANY ORGANIZING EFFORTS DURING THE PAST THREE (3) YEARS, INCLUDING ANY
PETITIONS FOR A CERTIFICATION OR UNIONIZATION PROCEEDING.
(F)
DURING THE THREE-YEAR PERIOD ENDING ON THE DATE OF THIS
AGREEMENT, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS EFFECTUATED A
"PLANT CLOSING" OR "MASS LAYOFF" AS THOSE TERMS ARE DEFINED IN WARN OR ANY
SIMILAR STATE LAW, AFFECTING IN WHOLE OR IN
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PART ANY SITE OF EMPLOYMENT, FACILITY, OPERATING UNIT OR EMPLOYEE OF THE COMPANY
OR ANY COMPANY SUBSIDIARY.
4.18.
MATERIAL CONTRACTS.
(A)
AS OF THE DATE OF THIS AGREEMENT, SECTION 4.18(A) OF THE COMPANY
DISCLOSURE SCHEDULE SETS FORTH ALL OF THE FOLLOWING CONTRACTS TO WHICH THE
COMPANY OR ANY COMPANY SUBSIDIARY IS A PARTY OR WHICH ARE APPLICABLE TO ANY OF
THEIR ASSETS OR PROPERTIES, IN EACH CASE AS AMENDED THROUGH THE DATE HEREOF
(EACH A "MATERIAL CONTRACT"):
(I)
CONTRACTS THAT ARE MATERIAL TO THE COMPANY AND THE COMPANY
SUBSIDIARIES, TAKEN AS A WHOLE, OTHER THAN (X) CONTRACTS OF PROJECT ENTITIES
ENTERED INTO IN DEVELOPMENT AND INVESTMENT ACTIVITIES UNDER WHICH THE COMPANY OR
ANY COMPANY SUBSIDIARY OTHER THAN A PROJECT ENTITY HAS GUARANTEED THE
INDEBTEDNESS OR OTHER PAYMENT OBLIGATION OF SUCH PROJECT ENTITY AND (Y) SPV
GUARANTEES;
(II)
EXCEPT FOR SPV GUARANTEES, CONTRACTS UNDER WHICH THE COMPANY OR
ANY COMPANY SUBSIDIARY (OTHER THAN A PROJECT ENTITY) HAS GUARANTEED THE
INDEBTEDNESS OR OTHER PAYMENT OBLIGATION OF ANY PROJECT ENTITY OR MINORITY
INVESTMENT, INCLUDING AS A RESULT OF THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE COMPANY OF THIS AGREEMENT AND THE CONSUMMATION BY THE COMPANY OF THE MERGER
AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY;
(III)
OTHER THAN SPV GUARANTEES AND CONTRACTS REQUIRED TO BE DISCLOSED
IN CLAUSE (A)(II) ABOVE, CONTRACTS PROVIDING FOR THE BORROWING OR LENDING OF
MONEY BY THE COMPANY OR ANY COMPANY SUBSIDIARY, WHETHER AS BORROWER, LENDER OR
GUARANTOR OTHER THAN (X) LOANS TO EMPLOYEES IN CONNECTION WITH THEIR INITIAL
HIRING IN THE ORDINARY COURSE OF BUSINESS NOT EXCEEDING $100,000 INDIVIDUALLY
AND (Y) ADVANCES TO EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS;
(IV)
CONTRACTS PURSUANT TO WHICH ANY MATERIAL PROPERTY OR ASSETS OF THE
COMPANY OR ANY COMPANY SUBSIDIARY IS, OR MAY REASONABLY