EITHER FISCAL 2005, 2006 OR 2007.
(D)
ALL OF THE COMPANY'S SALES AND PURCHASE
COMMITMENTS WERE MADE IN THE ORDINARY COURSE OF BUSINESS, CONSISTENT WITH PAST
PRACTICES.
19
2.17
Labor and Employee Relations
(A)
EXCEPT AS SHOWN ON SCHEDULE 2.17 HERETO,
THERE ARE NO CURRENTLY EFFECTIVE CONSULTING, EMPLOYMENT, NONCOMPETITION,
NONSOLICITATION, RETENTION, SEVERANCE OR CHANGE OF CONTROL AGREEMENTS, OR OTHER
MATERIAL AGREEMENTS WITH INDIVIDUAL CONSULTANTS, DIRECTORS OR EMPLOYEES TO WHICH
THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY.
COMPLETE AND ACCURATE COPIES
OF ALL SUCH WRITTEN AGREEMENTS HAVE BEEN DELIVERED TO PARENT.
ALSO SHOWN ON
SCHEDULE 2.17 ARE THE NAME AND RATE OF COMPENSATION (INCLUDING ALL BONUS
COMPENSATION) OF EACH OFFICER, EMPLOYEE OR AGENT OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES.
(B)
NONE OF THE EMPLOYEES OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES IS COVERED BY ANY COLLECTIVE BARGAINING AGREEMENT WITH ANY
TRADE OR LABOR UNION, EMPLOYEES' ASSOCIATION OR SIMILAR ASSOCIATION.
THERE ARE
NO REPRESENTATION ELECTIONS, ARBITRATION PROCEEDINGS, LABOR STRIKES, SLOWDOWNS
OR STOPPAGES, OR CLAIMS OF DISCRIMINATION OR UNFAIR LABOR PRACTICES PENDING, OR,
TO THE KNOWLEDGE OF THE COMPANY, THREATENED, WITH RESPECT TO THE EMPLOYEES OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES, NOR HAS THE COMPANY OR ANY OF ITS
SUBSIDIARIES EXPERIENCED ANY WORK STOPPAGE OR OTHER MATERIAL LABOR DIFFICULTY
DURING THE FIVE (5) YEARS IMMEDIATELY PRECEDING THE DATE OF THIS AGREEMENT.
(C)
THE COMPANY AND EACH OF ITS SUBSIDIARIES
HAS COMPLIED IN ALL MATERIAL RESPECTS WITH APPLICABLE LAWS, RULES AND
REGULATIONS RELATING TO THE EMPLOYMENT OF LABOR, INCLUDING WITHOUT LIMITATION
THOSE RELATING TO WAGES, HOURS, UNFAIR LABOR PRACTICES, DISCRIMINATION, AND
PAYMENT OF SOCIAL SECURITY AND SIMILAR TAXES.
THERE ARE NO COMPLAINTS AGAINST
THE COMPANY OR ANY OF ITS SUBSIDIARIES PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED BEFORE THE NATIONAL LABOR RELATIONS BOARD OR ANY SIMILAR
STATE OR LOCAL LABOR AGENCIES, OR BEFORE THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION OR ANY SIMILAR STATE OR LOCAL AGENCY, BY OR ON BEHALF OF ANY EMPLOYEE
OR FORMER EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(D)
EXCEPT AS DESCRIBED ON SCHEDULE 2.17, THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY WILL NOT TRIGGER ANY ENTITLEMENT TO COMPENSATION, SEVERANCE PAY OR
CHANGE OF CONTROL OBLIGATION TO ANY CURRENT OR FORMER EMPLOYEE, DIRECTOR OR
CONSULTANT OF THE COMPANY OR ITS SUBSIDIARIES UNDER ANY CONTRACT, AGREEMENT,
ARRANGEMENT, COMMITMENT OR UNDERSTANDING OR AT LAW.
(E)
THE COMPANY HAS PROVIDED TO PARENT A
COMPLETE DESCRIPTION OF ALL EMPLOYMENT POLICIES UNDER WHICH THE COMPANY AND EACH
OF ITS SUBSIDIARIES HAS OPERATED OR WHICH HAVE BEEN COMMUNICATED TO THEIR
EMPLOYEES.
(F)
EXCEPT AS SET FORTH IN SCHEDULE 2.17, THE
COMPANY AND EACH OF ITS SUBSIDIARIES HAS PAID IN FULL (OR MADE PROVISIONS FOR
PAYMENT IN FULL) TO EACH
20
OF THEIR EMPLOYEES, AGENTS AND CONTRACTORS ALL WAGES, SALARIES, COMMISSIONS,
BONUSES AND OTHER DIRECT COMPENSATION FOR ALL SERVICES PERFORMED BY THEM WHICH
HAVE BECOME DUE AND PAYABLE.
NEITHER