OR FOREIGN TAXING AUTHORITY HAS BEEN SO REPORTED AND ANY ADDITIONAL TAX DUE AS A
RESULT THEREOF HAS BEEN PAID IN FULL;
(M)
THERE ARE NO OUTSTANDING WAIVERS OR AGREEMENTS
EXTENDING THE STATUTE OF LIMITATIONS FOR ANY PERIOD WITH RESPECT TO ANY TAX TO
WHICH THE COMPANY MAY BE SUBJECT;
(N)
THERE ARE NO REQUESTS FOR RULINGS OR INFORMATION
CURRENTLY OUTSTANDING THAT COULD AFFECT THE TAXES OF THE COMPANY, OR ANY SIMILAR
MATTERS PENDING WITH RESPECT TO ANY TAXING AUTHORITY;
(O)
THERE ARE NO PROPOSED REASSESSMENTS OF ANY
PROPERTY OWNED OR LEASED BY THE COMPANY OR OTHER PROPOSALS THAT COULD INCREASE
THE AMOUNT OF ANY TAX TO WHICH THE COMPANY WOULD BE SUBJECT; AND
15
(P)
NO POWER OF ATTORNEY THAT IS CURRENTLY IN FORCE
HAS BEEN GRANTED WITH RESPECT TO ANY MATTER RELATING TO TAXES THAT COULD AFFECT
THE COMPANY.
SECTION 2.12
BANKRUPTCY.
THERE ARE NO BANKRUPTCY,
REORGANIZATION OR ARRANGEMENT PROCEEDINGS PENDING AGAINST, BEING CONTEMPLATED BY
OR, TO THE KNOWLEDGE OF SELLER AND THE COMPANY, THREATENED IN WRITING AGAINST
SELLER OR THE COMPANY.
SECTION 2.13
EMPLOYMENT MATTERS.
(A)
SCHEDULE 2.13 SETS FORTH A TRUE, ACCURATE AND
COMPLETE LIST OF THE FOLLOWING INFORMATION ABOUT EACH CURRENT EMPLOYEE OF THE
COMPANY, INCLUDING ANY EMPLOYEES ON LEAVE OF ABSENCE OR LAYOFF STATUS:
NAME;
JOB TITLE; COMPENSATION; ANY CHANGE IN COMPENSATION SINCE JANUARY 1, 2005;
VACATION ACCRUED; HOURS OF UNRECORDED SICK LEAVE, AND SERVICE CREDITED FOR
PURPOSES OF VESTING AND ELIGIBILITY TO PARTICIPATE UNDER ANY OF THE COMPANY'S
EMPLOYEE BENEFIT PLANS (AS DEFINED IN SECTION 2.27 BELOW).
(B)
THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS RESPECTING EMPLOYMENT PRACTICES AND TERMS OF
EMPLOYMENT ("EMPLOYMENT LAWS") AND NO UNCURED MATERIAL VIOLATION OF ANY
APPLICABLE EMPLOYMENT LAWS BY THE COMPANY EXISTS.
(C)
THE COMPANY HAS NOT RECEIVED WRITTEN NOTICE FROM
ANY GOVERNMENTAL BODY OR OTHER PERSON OF ANY FAILURE TO MATERIALLY COMPLY OR THE
MATERIAL VIOLATION OF ANY APPLICABLE EMPLOYMENT LAWS WITH RESPECT TO THE COMPANY
OR ITS FACILITIES.
(D)
THE COMPANY IS NOT (I) TO THE KNOWLEDGE OF
SELLER AND THE COMPANY, NOW SUBJECT TO A UNION ORGANIZING EFFORT; OR
(II) SUBJECT TO ANY COLLECTIVE BARGAINING AGREEMENT WITH RESPECT TO ANY OF ITS
EMPLOYEES.
THE COMPANY DOES NOT HAVE ANY CURRENT GENERAL LABOR DISPUTES.
TO
THE KNOWLEDGE OF SELLER AND THE COMPANY, THERE ARE NO STRIKES, MATERIAL
SLOWDOWNS, WORK STOPPAGES OR LOCKOUTS, OR THREATS THEREOF, BY OR WITH RESPECT TO
ANY EMPLOYEES OF THE COMPANY.
SECTION 2.14
INTELLECTUAL PROPERTY.
(A)
SCHEDULE 2.14(A) LISTS ALL FOREIGN AND DOMESTIC
PATENTS, PATENT APPLICATIONS, TRADEMARKS AND SERVICE MARKS, TRADEMARK AND
SERVICE MARK APPLICATIONS, TRADE NAMES, COPYRIGHTS, AND COPYRIGHT APPLICATIONS
(WHETHER REGISTERED OR UNREGISTERED) (COLLECTIVELY, THE "INTELLECTUAL PROPERTY")
HELD, OWNED OR USED BY THE COMPANY AS OF THE CLOSING DATE ("INCLUDED
INTELLECTUAL PROPERTY").
EXCEPT AS SET FORTH ON SCHEDULE 2.14(A), THE COMPANY
OWNS OR LICENSES OR OTHERWISE HAS THE RIGHT TO USE ALL THE INCLUDED INTELLECTUAL
PROPERTY, WITHOUT THE PAYMENT OF ANY ROYALTIES OR OTHER PAYMENTS TO ANY
THIRD-PARTY.
THE INCLUDED INTELLECTUAL PROPERTY