DEFAULT OR VIOLATION OF ANY LAW APPLICABLE TO THE
PURCHASED ASSETS OR THE BUSINESS.
24
3.13
LITIGATION.
EXCEPT AS SET FORTH ON
SCHEDULE 3.13, AS OF THE DATE HEREOF, THERE ARE NO MATERIAL CLAIMS, ACTIONS,
SUITS, INVESTIGATIONS, ARBITRATIONS, INQUIRIES OR PROCEEDINGS PENDING OR, TO THE
KNOWLEDGE OF SELLER, THREATENED, AGAINST SELLER BEFORE ANY GOVERNMENTAL
AUTHORITY.
3.14
BOOKS AND RECORDS.
ALL BOOKS OF ACCOUNT AND
OTHER FINANCIAL BOOKS AND RECORDS OF SELLER DIRECTLY RELATING TO THE BUSINESS
ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS.
3.15
Employment Matters.
(a)
Schedule 3.15 sets forth a list of all
Persons who were employed by Seller, on a full time or a part time basis, as of
February 1, 2003, including all such Persons who at such date were on military
leave, disability leave or any other leave approved by the Company or mandated
by applicable Law and a description of all compensation and benefits provided by
Seller to each such Person, which list is true and complete in all material
respects.
Except as otherwise required by Law or as set forth on Schedule 3.15,
the employment of all such employees is terminable by Seller at will.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.15:
(I) SELLER IS NOT A PARTY TO ANY CONTRACT WITH ANY LABOR ORGANIZATION OR OTHER
BARGAINING REPRESENTATIVE OF ITS EMPLOYEES; (II) THERE IS NO UNFAIR LABOR
PRACTICE CHARGE OR COMPLAINT PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED
AGAINST SELLER; (III) SELLER HAS NOT EXPERIENCED ANY LABOR STRIKE, SLOWDOWN,
WORK STOPPAGE OR SIMILAR LABOR CONTROVERSY WITHIN THE PAST THREE (3) YEARS;
(IV) SELLER HAS PAID IN FULL TO ALL OF ITS EMPLOYEES ALL COMPENSATION AND
BENEFITS DUE AND PAYABLE TO SUCH EMPLOYEES; AND (V) SELLER IS IN MATERIAL
COMPLIANCE WITH ALL APPLICABLE LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT
PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT, WAGES AND HOURS AND OCCUPATIONAL
SAFETY AND HEALTH AND SELLER HAS NOT RECEIVED WRITTEN NOTICE OF ANY
INVESTIGATION, CHARGE OR COMPLAINT AGAINST SELLER RELATING TO THE BUSINESS
PENDING BEFORE THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY OTHER FEDERAL,
STATE OR LOCAL GOVERNMENT AGENCY OR COURT OR OTHER TRIBUNAL REGARDING AN
UNLAWFUL EMPLOYMENT PRACTICE.
(C)
SINCE JANUARY 1, 2003, (I) SELLER HAS NOT
EFFECTUATED A "PLANT CLOSING" (AS DEFINED IN THE WARN ACT) AFFECTING ANY SITE OF
EMPLOYMENT OR ONE OR MORE FACILITIES OR OPERATING UNITS WITHIN ANY SITE OF
EMPLOYMENT OR FACILITY; (II) THERE HAS NOT OCCURRED A "MASS LAYOFF" (AS DEFINED
IN THE WARN ACT) AFFECTING ANY SITE OF EMPLOYMENT OR FACILITY OF THE SELLER; AND
(III) SELLER HAS NOT ENGAGED IN LAYOFFS OR EMPLOYMENT TERMINATIONS SUFFICIENT IN
NUMBER TO TRIGGER APPLICATION OF THE WARN ACT OR ANY SIMILAR STATE, LOCAL OR
FOREIGN LAW OR REGULATION.
EXCEPT AS SET FORTH ON SCHEDULE 3.15(C), NO EMPLOYEE
OF SELLER HAS SUFFERED AN "EMPLOYMENT LOSS" (AS DEFINED IN THE WARN ACT) DURING
THE SIX-MONTH PERIOD PRIOR TO THE DATE OF THIS AGREEMENT.
3.16
EMPLOYEE BENEFITS.
SCHEDULE 3.16 SETS FORTH A
COMPLETE AND ACCURATE LIST AS OF