CODE HAS RECEIVED A
FAVORABLE DETERMINATION LETTER OR CAN RELY ON AN OPINION LETTER FROM THE IRS
THAT IT IS SO QUALIFIED AND EACH RELATED TRUST THAT IS INTENDED TO BE EXEMPT
FROM FEDERAL INCOME TAXATION UNDER SECTION 501(A) OF THE CODE HAS RECEIVED A
DETERMINATION LETTER OR CAN RELY ON AN OPINION LETTER FROM THE IRS THAT IT IS SO
EXEMPT AND, TO THE
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KNOWLEDGE OF THE SELLERS, NO FACT OR EVENT HAS OCCURRED SINCE THE DATE OF SUCH
DETERMINATION LETTER OR LETTERS FROM THE IRS THAT COULD REASONABLY BE EXPECTED
TO ADVERSELY AFFECT THE QUALIFIED STATUS OF ANY SUCH PLAN OR THE EXEMPT STATUS
OF ANY SUCH TRUST.
(F)
NO PLAN IS SUBJECT TO TITLE IV OF ERISA,
NO PLAN IS A "MULTIEMPLOYER PLAN" AS DEFINED IN SECTIONS 3(37) OF ERISA AND
414(F) OF THE CODE, NOR A "MULTIPLE EMPLOYER PLAN" AS DESCRIBED IN SECTIONS
4063(A) OF ERISA AND 413 OF THE CODE, AND NEITHER ANY SELLER NOR ANY PERSON
WHICH, TOGETHER WITH SUCH SELLER, WOULD BE TREATED AS A SINGLE EMPLOYER UNDER
SECTIONS 4001 OF ERISA OR 414 OF THE CODE HAS EVER CONTRIBUTED OR HAD AN
OBLIGATION TO CONTRIBUTE TO ANY SUCH PLANS.
(G)
EXCEPT AS DESCRIBED ON SECTION 2.12(G) OF
THE DISCLOSURE SCHEDULE, (I) THE SELLERS ARE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT
PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, (II) THERE IS
NO UNFAIR LABOR PRACTICE COMPLAINT AGAINST THE SELLERS PENDING BEFORE THE
NATIONAL LABOR RELATIONS BOARD OR SIMILAR GOVERNMENTAL OR REGULATORY AUTHORITY,
(III) THERE IS NO LABOR STRIKE, DISPUTE, SLOWDOWN OR STOPPAGE ACTUALLY PENDING
OR, TO THE SELLERS' KNOWLEDGE, THREATENED AGAINST OR AFFECTING THE SELLERS,
(IV) WITHIN THE PAST THREE (3) YEARS, NEITHER SELLER HAS EXPERIENCED ANY STRIKE,
WORK STOPPAGE OR OTHER LABOR DIFFICULTY, AND (V) NEITHER SELLER IS A PARTY TO,
OR SUBJECT TO, A COLLECTIVE BARGAINING AGREEMENT, NO COLLECTIVE BARGAINING
AGREEMENT RELATING TO EMPLOYEES OF THE SELLERS IS CURRENTLY BEING NEGOTIATED AND
NO UNION ORGANIZATION ACTIVITIES ARE, TO THE SELLERS' KNOWLEDGE, PENDING OR
THREATENED.
(H)
EACH CURRENT EMPLOYEE AND OFFICER OF THE
SELLER HAS EXECUTED AN AGREEMENT WHICH CONTAINS A CLAUSE ASSIGNING THE
INVENTIONS CREATED BY THE EMPLOYEE WITHIN THE SCOPE AND TERM OF EMPLOYMENT,
DURING WORK TIME OR WITH A SELLER'S FACILITIES OR MATERIALS, TO THE SELLERS.
NO
CURRENT OR FORMER EMPLOYEE OR OFFICER OF ANY SELLER HAS EXCLUDED WORKS OR
INVENTIONS FROM HIS OR HER ASSIGNED INVENTIONS PURSUANT TO SUCH PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT OR SIMILAR AGREEMENT WHICH CONTAINS A
CLAUSE IN THIS RESPECT.
SECTION 2.13
COMPLIANCE AND LICENSES.
(A)
THE SELLERS HAVE MAINTAINED AND ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE TERMS OF ALL PERMITS REQUIRED TO BE
OBTAINED BY THEM IN CONNECTION WITH THE CONDUCT OF THE BUSINESS.
(B)
TO THE SELLERS' KNOWLEDGE, NO PERMIT
CURRENTLY HELD BY THE SELLERS AND NECESSARY FOR THE CARRYING ON OF THE BUSINESS
AS CARRIED ON AS OF THE CLOSING WILL NOT BE RENEWED IN