OR ANY AFFILIATE
FOR THE BENEFIT OF ANY AFFECTED EMPLOYEE.
(B)
SCHEDULE 3.14(B) OF THE DISCLOSURE SCHEDULES
(I) CONTAINS AN ACCURATE AND COMPLETE LIST OF EACH SELLER EMPLOYEE PLAN,
INTERNATIONAL EMPLOYEE PLAN AND EMPLOYMENT AGREEMENT RELATED TO THE BUSINESS OR
ANY CURRENT BUSINESS EMPLOYEE.
SCHEDULE 3.14(B) OF THE DISCLOSURE SCHEDULES
CONTAINS A COMPLETE AND ACCURATE LIST OF ALL THE NAMES OF THE FULL-TIME
EMPLOYEES OF THE BUSINESS (THE "BUSINESS EMPLOYEES"), EACH BUSINESS EMPLOYEE'S
POSITION AND THE ENTITY THAT EMPLOYS SUCH BUSINESS EMPLOYEE.
(C)
SELLER AND EACH OF ITS AFFILIATES HAS
PERFORMED IN ALL MATERIAL RESPECTS ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY
THEM UNDER, ARE NOT IN DEFAULT OR VIOLATION OF, AND HAVE NO KNOWLEDGE OF ANY
DEFAULT OR VIOLATION BY ANY OTHER PARTY TO EACH SELLER EMPLOYEE PLAN, AND EACH
SELLER EMPLOYEE PLAN HAS BEEN ESTABLISHED AND MAINTAINED IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH ITS TERMS AND IN COMPLIANCE WITH ALL APPLICABLE
LAWS, INCLUDING BUT NOT LIMITED TO ERISA OR THE CODE.
(D)
NEITHER THE SELLER NOR ANY OF ITS AFFILIATES
HAS EVER MAINTAINED, ESTABLISHED, SPONSORED, PARTICIPATED IN, CONTRIBUTED TO, OR
HAS BEEN REQUIRED TO CONTRIBUTE TO ANY PENSION PLAN THAT IS SUBJECT TO TITLE IV
OF ERISA OR SECTION 412 OR 413 OF THE CODE RELATED TO THE BUSINESS OR BUSINESS
EMPLOYEES.
(E)
NO SELLER EMPLOYEE PLAN PROVIDES, OR
REFLECTS OR REPRESENTS ANY LIABILITY TO PROVIDE RETIREE BENEFITS (INCLUDING
HEALTH, LIFE INSURANCE OR OTHERWISE) TO ANY PERSON FOR ANY REASON, EXCEPT AS MAY
BE REQUIRED BY COBRA OR OTHER APPLICABLE STATUTE, AND NO MEMBER OF THE SELLER
GROUP HAS REPRESENTED, PROMISED OR CONTRACTED (WHETHER IN ORAL OR WRITTEN FORM)
TO ANY ELIGIBLE EMPLOYEE (EITHER INDIVIDUALLY OR TO BUSINESS EMPLOYEES AS A
GROUP) THAT SUCH EMPLOYEE(S) WOULD BE PROVIDED WITH RETIREE HEALTH, EXCEPT TO
THE EXTENT REQUIRED BY STATUTE.
(F)
NEITHER THE SELLER NOR ANY OF ITS
AFFILIATES HAS, PRIOR TO THE CLOSING DATE AND IN ANY MATERIAL RESPECT, VIOLATED
ANY OF THE HEALTH CARE CONTINUATION REQUIREMENTS OF COBRA, THE REQUIREMENTS OF
FMLA, THE REQUIREMENTS OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY
ACT OF 1996, THE REQUIREMENTS OF THE WOMEN'S HEALTH AND CANCER RIGHTS ACT OF
1998, THE REQUIREMENTS OF THE NEWBORNS' AND MOTHERS' HEALTH PROTECTION ACT OF
1996, OR ANY AMENDMENT TO EACH SUCH ACT, OR ANY SIMILAR PROVISIONS OF STATE LAW
APPLICABLE TO ELIGIBLE EMPLOYEES.
(G)
EACH MEMBER OF THE SELLER GROUP (I) IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAW RESPECTING
EMPLOYMENT, EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT AND WAGES
AND HOURS, IN EACH CASE, WITH RESPECT TO ELIGIBLE EMPLOYEES, (II) HAS WITHHELD
AND REPORTED ALL AMOUNTS REQUIRED BY APPLICABLE LAW OR BY CONTRACT TO BE
WITHHELD AND REPORTED WITH RESPECT TO WAGES, SALARIES AND OTHER PAYMENTS TO
ELIGIBLE EMPLOYEES, (III) IS NOT LIABLE FOR ANY ARREARS OF WAGES OR ANY TAXES OR
ANY PENALTY FOR FAILURE TO COMPLY WITH ANY OF THE FOREGOING, AND (IV) IS NOT
LIABLE FOR ANY PAYMENT TO ANY TRUST OR OTHER FUND GOVERNED BY OR