NONE OF THE EMPLOYEE BENEFIT PLANS WHICH ARE "WELFARE BENEFIT
PLANS" WITHIN THE MEANING OF SECTION 3(1) OF ERISA PROVIDE FOR CONTINUING
BENEFITS OR COVERAGE FOR ANY PARTICIPANT OR ANY BENEFICIARY OF A PARTICIPANT
POST-TERMINATION OF EMPLOYMENT EXCEPT AS MAY BE REQUIRED UNDER THE CONSOLIDATED
OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED ("COBRA").
(G)
EACH OF THE EMPLOYEE BENEFIT PLANS HAS BEEN MAINTAINED IN
ACCORDANCE WITH ITS TERMS AND ALL PROVISIONS OF APPLICABLE LAW, AND THERE HAS
BEEN NO NOTICE ISSUED BY ANY GOVERNMENTAL BODY QUESTIONING OR CHALLENGING SUCH
COMPLIANCE, EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO RESULT IN LIABILITY TO
THE PURCHASER.
37
(H)
EXCEPT AS SET FORTH ON SCHEDULE 5.13(H), NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY WILL (I) RESULT IN ANY PAYMENT BECOMING DUE TO ANY EMPLOYEE OF ANY
SELLER; (II) INCREASE ANY BENEFITS OTHERWISE PAYABLE UNDER ANY EMPLOYEE BENEFIT
PLAN; OR (III) RESULT IN THE ACCELERATION OF THE TIME OF PAYMENT OR VESTING OF
ANY SUCH BENEFITS.
NONE OF SUCH MATTERS WILL RESULT IN ANY LIABILITY TO ANY
PURCHASING ENTITY.
5.14
Labor.
(a) Except as set forth on Schedule 5.14(a), no Seller is a
party to any labor or collective bargaining agreement.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 5.14(B), AND EXCEPT AS HAS NOT HAD
AND WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO
RESULT IN AN OPCO MATERIAL ADVERSE EFFECT, (I) THERE IS NO LABOR STRIKE,
SLOWDOWN, WORK STOPPAGE, ORGANIZATIONAL ACTIVITY, LOCKOUT, PICKETING, OR OTHER
MATERIAL LABOR DISPUTE INVOLVING ANY SELLER ACTUALLY PENDING OR, TO THE
KNOWLEDGE OF SELLERS, THREATENED, (II) NO COMPLAINT, CHARGE, INVESTIGATION, OR
LEGAL PROCEEDING BY OR BEFORE ANY GOVERNMENTAL BODY BROUGHT BY OR ON BEHALF OF
ANY EMPLOYEE, PROSPECTIVE EMPLOYEE, FORMER EMPLOYEE, RETIREE, LABOR ORGANIZATION
OR OTHER REPRESENTATIVE OF SELLER'S EMPLOYEES IS PENDING OR, TO THE KNOWLEDGE OF
SELLERS, THREATENED AGAINST ANY SELLER, (III) NO GRIEVANCE IS PENDING OR, TO THE
KNOWLEDGE OF SELLERS, THREATENED AGAINST ANY SELLER, (IV) NO SELLER IS A PARTY
TO, OR OTHERWISE BOUND BY, ANY CONSENT DECREE WITH, OR CITATION BY, ANY
GOVERNMENTAL BODY RELATING TO EMPLOYEES OR EMPLOYMENT OR LABOR RELATIONS
PRACTICES, AND (V) EACH SELLER IS IN MATERIAL COMPLIANCE WITH ITS OBLIGATIONS
UNDER ALL APPLICABLE LAWS RELATING TO WAGES, HOURS, IMMIGRATION, DISCRIMINATION
IN EMPLOYMENT, WORKPLACE HEALTH AND SAFETY, WORKERS' COMPENSATION, LABOR
RELATIONS, AND COLLECTIVE BARGAINING, AND IS NOT LIABLE FOR ANY ARREARS OF WAGES
OR ANY TAXES OR PENALTIES FOR FAILURE TO COMPLY WITH ANY OF THE FOREGOING.
EACH
SELLER IS IN COMPLIANCE WITH WARN AND COMPARABLE STATE LAWS AND HAS NO
LIABILITIES PURSUANT TO WARN OR ANY COMPARABLE STATE LAWS.
5.15
Litigation.
Except as set forth on Schedule 5.15, no Seller is
subject to any Order and there are no Legal Proceedings pending or, to the
Knowledge of Sellers, threatened against any Seller before any Governmental
Body, which, if adversely determined, would result in assessments, judgments, or
penalties of greater than $250,000 that is not covered by