ANY COLLECTIVE-BARGAINING AGREEMENT OR
OTHER MATERIAL WRITTEN OR ORAL AGREEMENT PROVIDING AN EMPLOYEE OF THE BUSINESS
WITH RIGHTS TO EMPLOYMENT, SEVERANCE PAY, PROFIT SHARING, DEFERRED COMPENSATION,
A BONUS, STOCK OPTION, STOCK-PURCHASE RIGHT, PENSION, RETAINER, CONSULTING,
RETIREMENT, HEALTH, VACATION, SICK LEAVE, INCENTIVE PAY, HOLIDAY LEAVE, SALARY
CONTINUATION DURING SHORT ABSENCES FOR ILLNESS OR OTHER REASONS, AND ANY OTHER
PLAN, AGREEMENT, ARRANGEMENT OR COMMITMENT BY SELLER TO PROVIDE BENEFITS TO AN
EMPLOYEE OF THE BUSINESS TO WHICH SELLER IS A PARTY, OR BY WHICH IT IS OR MAY BE
BOUND (OTHER THAN BENEFITS UNDER ERISA PLANS, AS DEFINED BELOW IN SECTION
6.15(F)).
(B)
SELLER HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
LAWS, RULES AND REGULATIONS RELATING TO THE EMPLOYMENT OF THE EMPLOYEES OF THE
BUSINESS, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WAGES, HOURS,
COLLECTIVE BARGAINING AND THE PAYMENT AND WITHHOLDING OF TAXES AND OTHER SUMS AS
REQUIRED BY APPROPRIATE GOVERNMENTAL AUTHORITIES;
(C)
DURING THE THREE-YEAR PERIOD PRECEDING THE DATE HEREOF, NO UNFAIR
LABOR PRACTICE CHARGE OR COMPLAINT OF UNFAIR LABOR PRACTICE HAS BEEN BROUGHT OR
THREATENED AGAINST SELLER WITH RESPECT TO ANY EMPLOYEES OR FORMER EMPLOYEES OF
THE BUSINESS OR ANY LABOR ORGANIZATION WITH RESPECT TO THE BUSINESS BEFORE ANY
FEDERAL, STATE OR LOCAL AGENCY; AND NO COMPLAINT OF SUCH UNFAIR LABOR PRACTICES
HAS BEEN ISSUED, NO WORK STOPPAGE AFFECTING THE SELLER'S OPERATION OF THE
BUSINESS HAS BEEN BROUGHT OR THREATENED, AND NO GRIEVANCE HAS BEEN BROUGHT;
(D)
NO ORGANIZATIONAL, STRIKE, REPRESENTATION, DECERTIFICATION OR
DEAUTHORIZATION PROCEEDING HAS BEEN BROUGHT OR THREATENED, RESPECTING THE
EMPLOYEES OF THE BUSINESS, AND NO SUCH PROCEEDING HAS BEEN BROUGHT WITHIN THE
THREE-YEAR PERIOD PRIOR TO THE DATE OF THIS AGREEMENT;
(E)
ALL ACCRUED OBLIGATIONS OF SELLER, WHETHER ARISING BY OPERATION OF
LAW, CONTRACT OR PAST CUSTOM, FOR UNEMPLOYMENT-COMPENSATION BENEFITS, PENSION
BENEFITS, SALARIES, BONUSES, SICK LEAVE, SEVERANCE, VACATION,
WORKER-COMPENSATION CLAIMS AND OTHER FORMS OF COMPENSATION PAYABLE TO THE
EMPLOYEES OR FORMER EMPLOYEES OF THE BUSINESS, OR TO TRUSTS OR OTHER FUNDS OR TO
ANY GOVERNMENTAL AGENCY, IN RESPECT OF THE SERVICES RENDERED BY ANY SUCH
INDIVIDUALS PRIOR TO THE DATE HEREOF, HAVE BEEN PAID; AND
(F)
NO TRADE UNION, COUNCIL OF TRADE UNIONS, AFFILIATED BARGAINING
AGENCY, EMPLOYEE-BARGAINING AGENCY OR LABOR ORGANIZATION HAS BARGAINING RIGHTS
FOR ANY OF EMPLOYEES OF THE BUSINESS PURSUANT TO THE PROVISIONS OF ALL
APPLICABLE LAWS, RULES OR REGULATIONS RELATING TO THE EMPLOYMENT OF LABOR.
6.16
PENSION AND WELFARE PLANS.
(A)
SELLER HAS PROVIDED BUYER WITH TRUE AND CORRECT COPIES OF EACH (I)
EMPLOYEE-BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), INCLUDING WITHOUT LIMITATION
EACH GROUP INSURANCE AND SELF-INSURED HEALTH PLAN, SEVERANCE-PAY PLAN,
NON-QUALIFIED DEFERRED-
9
COMPENSATION PLAN AND RETIREMENT PLAN INTENDED TO BE QUALIFIED UNDER CODE
SECTION 401(A), AND THAT IS MAINTAINED OR CONTRIBUTED TO BY SELLER FOR ITS
EMPLOYEES ENGAGED IN THE OPERATION OF THE BUSINESS, FORMER EMPLOYEES OF THE
BUSINESS AND/OR DEPENDENTS AND BENEFICIARIES OF SUCH EMPLOYEES AND/OR FORMER
EMPLOYEES (COLLECTIVELY, THE "ERISA PLANS"); AND (II)