OF
SALARIES, BONUSES, AND OTHER REMUNERATION AND FRINGE BENEFITS OF ANY NATURE,
INCLUDING VACATION PAY, SEVERANCE PAY AND UNPAID EARNED WAGES OF THE DIRECTORS,
OFFICERS AND EMPLOYEES OF THE ACQUIRED ENTITIES AS OF THE CLOSING DATE HAVE BEEN
PAID IN FULL OR ACCRUED AND THERE IS NO OUTSTANDING OVERDUE ASSESSMENT, ORDER,
CERTIFICATE, LIEN OR JUDGMENT REGARDING EMPLOYMENT OF ANY JURISDICTION (FOREIGN
OR DOMESTIC) IN WHICH ANY ACQUIRED ENTITY CARRIES ON BUSINESS OR HAS EMPLOYEES.
(N)
ALL EMPLOYER OBLIGATIONS OF THE ACQUIRED ENTITIES WITH RESPECT TO
THE DIRECTORS, OFFICERS AND EMPLOYEES OF ANY ACQUIRED ENTITY FOR WITHHOLDING
TAX, WORKERS' COMPENSATION PREMIUMS, CONTRIBUTIONS OR REMITTANCES OF ANY KIND IN
ALL MATERIAL RESPECTS WHICH ARE THEN DUE, HAVE BEEN PAID IN FULL OR ACCRUED AS
OF THE CLOSING DATE.
(O)
THERE ARE NO WRITTEN WARNINGS OR DISCIPLINARY ACTION CURRENTLY
OUTSTANDING AGAINST ANY EMPLOYEE OF THE ACQUIRED ENTITIES.
38
SECTION 4.29
COMPLIANCE WITH THE FOREIGN CORRUPT PRACTICES ACT AND
EXPORT CONTROL AND ANTIBOYCOTT LAWS.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 4.29(A), THE ACQUIRED ENTITIES
HAVE NOT, AND THE ACQUIRED ENTITIES' EMPLOYEES, AGENTS AND REPRESENTATIVES HAVE
NOT, USED ANY FUNDS OF THE ACQUIRED ENTITIES FOR ANY UNLAWFUL CONTRIBUTION,
GIFT, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSE RELATING TO POLITICAL ACTIVITY,
(I) MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC
GOVERNMENTAL OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL OF A POLITICAL
PARTY, CANDIDATE FOR POLITICAL OFFICE, ANYONE ELSE ACTING IN AN OFFICIAL
CAPACITY, OR ANY AGENT OF ANY SUCH INDIVIDUAL OR ENTITY, IN ORDER TO OBTAIN,
RETAIN OR DIRECT BUSINESS OR OBTAIN ANY IMPROPER ADVANTAGE, (II) VIOLATED OR IS
IN VIOLATION OF ANY PROVISION OF THE FOREIGN CORRUPT PRACTICES ACT OF 1977 OR
(III) MADE ANY ILLEGAL BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR
OTHER UNLAWFUL PAYMENT.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 4.29(B), THE ACQUIRED ENTITIES
HAVE MADE ALL PAYMENTS TO NON-EMPLOYEE THIRD PARTIES BY CHECK, BY CREDIT CARD OR
BY WIRE TRANSFER TO SUCH NON-EMPLOYEE THIRD PARTIES IN THE COUNTRY IN WHICH THE
WORK WAS PERFORMED.
(C)
EACH TRANSACTION IS PROPERLY AND ACCURATELY RECORDED ON THE BOOKS
AND RECORDS OF THE CORPORATION IN ALL MATERIAL RESPECTS.
THE CORPORATION
MAINTAINS NO OFF THE BOOKS ACCOUNTS.
(D)
THE ACQUIRED ENTITIES HAVE AT ALL TIMES BEEN IN COMPLIANCE WITH
ALL LEGAL REQUIREMENTS RELATING TO EXPORT CONTROL AND TRADE EMBARGOES.
NO
PRODUCT SOLD OR SERVICE PROVIDED BY ANY ACQUIRED CORPORATION DURING THE LAST
FIVE (5) YEARS HAS BEEN DIRECTLY SOLD TO OR PERFORMED IN OR ON BEHALF OF CUBA,
IRAQ, IRAN, IVORY COAST, LIBYA, NORTH KOREA, RWANDA, SUDAN, OR SYRIA.
(E)
EXCEPT AS SET FORTH IN SCHEDULE 4.29(E), THE ACQUIRED ENTITIES
HAVE NOT VIOLATED THE ANTIBOYCOTT PROHIBITIONS CONTAINED IN 50 U.S.C. § 2401 ET
SEQ. OR TAKEN ANY ACTION THAT CAN BE PENALIZED UNDER SECTION 999 OF THE CODE.
EXCEPT AS SET FORTH IN SCHEDULE 4.29(E), DURING THE LAST FIVE (5) YEARS, THE
CORPORATION HAS NOT BEEN A PARTY TO, IS NOT A BENEFICIARY UNDER AND HAS NOT
PERFORMED ANY SERVICE OR SOLD ANY