MAINTAINED BY
OR ON BEHALF OF ANY GOVERNMENTAL AUTHORITY, WITH RESPECT TO UNEMPLOYMENT
COMPENSATION BENEFITS, SOCIAL SECURITY OR OTHER BENEFITS OR OBLIGATIONS FOR
ELIGIBLE EMPLOYEES (OTHER THAN ROUTINE PAYMENTS TO BE MADE IN THE NORMAL COURSE
OF BUSINESS AND CONSISTENT WITH PAST PRACTICE).
23
THERE ARE NO PENDING, OR TO THE KNOWLEDGE OF SELLER, THREATENED CLAIMS OR
ACTIONS AGAINST ANY MEMBER OF THE SELLER GROUP UNDER ANY WORKER'S COMPENSATION
POLICY OR LONG-TERM DISABILITY POLICY, OR SIMILAR POLICIES IN FOREIGN
JURISDICTIONS.
(H)
NO WORK STOPPAGE OR LABOR STRIKE BY THE
ELIGIBLE EMPLOYEES IS PENDING, OR, TO THE KNOWLEDGE OF SELLER, THREATENED.
TO
THE KNOWLEDGE OF SELLER THERE ARE NO ACTIVITIES OR PROCEEDINGS OF ANY LABOR
UNION TO ORGANIZE ANY ELIGIBLE EMPLOYEES.
EXCEPT AS SET FORTH ON
SCHEDULE 3.14(H) OF THE DISCLOSURE SCHEDULES, THERE ARE NO ACTIONS, SUITS,
CLAIMS, LABOR DISPUTES OR GRIEVANCES PENDING, OR, TO THE KNOWLEDGE OF SELLER,
THREATENED RELATING TO ANY LABOR, SAFETY OR DISCRIMINATION MATTERS INVOLVING ANY
ELIGIBLE EMPLOYEE, INCLUDING, WITHOUT LIMITATION, CHARGES OF UNFAIR LABOR
PRACTICES OR DISCRIMINATION COMPLAINTS, WHICH, IF ADVERSELY DETERMINED, WOULD,
INDIVIDUALLY OR IN THE AGGREGATE, RESULT IN ANY MATERIAL LIABILITY TO THE SELLER
GROUP.
THE SELLER GROUP HAS NOT ENGAGED IN ANY UNFAIR LABOR PRACTICES WITHIN
THE MEANING OF THE NATIONAL LABOR RELATIONS ACT WITH RESPECT TO ELIGIBLE
EMPLOYEES.
NO MEMBER OF THE SELLER GROUP IS PRESENTLY, NOR HAS ANY SUCH MEMBER
BEEN IN THE PAST, A PARTY TO, OR BOUND BY, ANY COLLECTIVE BARGAINING AGREEMENT
OR UNION CONTRACT WITH RESPECT TO ELIGIBLE EMPLOYEES AND NO COLLECTIVE
BARGAINING AGREEMENT IS BEING NEGOTIATED BY ANY MEMBER OF THE SELLER GROUP WITH
RESPECT TO ELIGIBLE EMPLOYEES.
(I)
NO MEMBER OF THE SELLER GROUP IS, NOR
HAS ANY SUCH MEMBER EVER HAD THE OBLIGATION TO, MAINTAIN, ESTABLISH, SPONSOR,
PARTICIPATE IN, OR CONTRIBUTE TO ANY SELLER EMPLOYEE PLAN, WHETHER A SELLER
EMPLOYEE PLAN BY ADOPTION OF A MEMBER OF THE SELLER GROUP OR BY IMPOSITION OR
APPLICATION PURSUANT TO APPLICABLE LAW, WITH RESPECT TO WHICH ANY MEMBER OF THE
SELLER GROUP WILL OR MAY HAVE ANY LIABILITY OR EMPLOYMENT LIABILITIES FOR THE
BENEFIT OF ELIGIBLE EMPLOYEES WHO PERFORM SERVICES OUTSIDE THE UNITED STATES.
SECTION 3.15
ENVIRONMENTAL MATTERS
(A)
FOR PURPOSES OF THIS AGREEMENT, THE
FOLLOWING TERMS SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW:
(I)
"BUSINESS FACILITY" IS ANY BUSINESS REAL
PROPERTY AND ANY OTHER PROPERTY INCLUDING THE LAND, THE IMPROVEMENTS THEREON,
THE GROUNDWATER THEREUNDER AND THE SURFACE WATER THEREON, THAT IS OR AT ANY TIME
HAS BEEN OWNED, OPERATED, OCCUPIED, CONTROLLED OR LEASED BY ANY MEMBER OF THE
SELLER GROUP IN CONNECTION WITH THE OPERATION OF THE BUSINESS.
(II)
"DISPOSAL SITE" IS A LANDFILL, DISPOSAL
SITE, DISPOSAL AGENT, WASTE HAULER OR RECYCLER OF HAZARDOUS SUBSTANCES, OR ANY
REAL PROPERTY OTHER THAN A BUSINESS FACILITY RECEIVING HAZARDOUS SUBSTANCES USED
OR GENERATED BY THE BUSINESS.
(III)
"ENVIRONMENTAL LAWS" ARE ALL APPLICABLE
LAWS, DIRECTIVES, GUIDANCE HAVING THE FORCE OF LAWS, OR ORDERS PROMULGATED BY
ANY GOVERNMENTAL AUTHORITY WHICH PROHIBIT, REGULATE OR CONTROL ANY HAZARDOUS
SUBSTANCE OR ANY HAZARDOUS